Underwriting Agreement for US$2,000,000,000 Class A-1 Mortgage-Backed Floating Rate Notes Due 2037 – Perpetual Trustee Company Limited (as Trustee of Medallion Trust Series 2006-1G) and Underwriters

  EXECUTION VERSION UNDERWRITING AGREEMENT US$2,000,000,000 Class A-1 Mortgage-Backed Floating Rate Notes Due 2037 Perpetual Trustee Company Limited MEDALLION TRUST SERIES 2006-1G UNDERWRITING AGREEMENT Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, NY 10010 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 HSBC Bank plc 8 Canada Square London E14 5HQ Commonwealth Bank of Australia Level 6 48 Martin Place Sydney, NSW, 2000 March 7, 2006 Ladies and Gentlemen: Perpetual Trustee Company Limited, ABN 42 000 001 007, a company incorporated in Australia and registered in New South Wales ("PERPETUAL"), acting in its capacity as trustee of the Medallion Trust Series 2006-1G (the "TRUST", and Perpetual in that capacity being the "ISSUER TRUSTEE"), acting at the direction of Securitisation Advisory Services Pty Limited, ABN 88 064 133 946, a company incorporated in Australia and incorporated in the Australian Capital Territory, as manager of the Trust (the "MANAGER"), proposes to sell to the several Underwriters listed in Schedule I to this Agreement (the "UNDERWRITERS"), US$2,000,000,000 aggregate principal amount of Class A-1 Mortgage-Backed Floating Rate Notes due 2037 (the "CLASS A-1 NOTES or the "OFFERED NOTES") issued by the Issuer Trustee. The Manager is a wholly-owned subsidiary of Commonwealth Bank of Australia, ABN 48 123 123 124, a company incorporated in Australia and incorporated in the Australian Capital Territory, Australia ("CBA"). -1-  TABLE OF CONTENTS PAGE 1. PURCHASE AND SALE .......................................................3 2. OFFERING ................................................................4 3. DELIVERY AND PAYMENT ....................................................4 4. REPRESENTATIONS AND WARRANTIES ..........................................4 I. Representations and Warranties of the Issuer Trustee .............4 II. Representations and Warranties of the CBA Parties ................7 III. Representations and Warranties of the Manager ...................10 5. COVENANTS AND AGREEMENTS ...............................................12 I. Covenants and Agreements of the Issuer Trustee ..................12 II. Covenants and Agreements of the CBA Parties .....................14 III. Selling Restrictions ............................................18 IV. Manager Direction to Issuer Trustee .............................21 V. Covenants and Agreements of the Underwriters ....................21 6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS ......................28 7. INDEMNIFICATION AND CONTRIBUTION .......................................31 8. TERMINATION ............................................................35 9. EFFECTIVENESS OF AGREEMENT; DEFAULT OF UNDERWRITERS ....................35 10. EXPENSES UPON TERMINATION ..............................................36 11. SUCCESSORS .............................................................36 12. CERTAIN MATTERS RELATING TO THE ISSUER TRUSTEE .........................36 13. ACTIONS BY REPRESENTATIVE; NOTICES .....................................37 14. COUNTERPARTS; APPLICABLE LAW ...........................................37 15. SUBMISSION TO JURISDICTION .............................................37 16. APPOINTMENTS OF PROCESS AGENT ..........................................38 17. CURRENCY INDEMNITY .....................................................39 -i-  The Offered Notes will be secured by the assets of the Trust in accordance with the Security Trust Deed. The assets of the Trust means all assets and property, real and personal, (including choses in action and other rights), tangible and intangible, present or future, held by the Issuer Trustee from time to time, as trustee of the Trust including, among other things: (i) rights specified in the Security Trust Deed and the Offered Note Trust Deed in a pool of variable and fixed rate residential mortgage loans (the "MORTGAGE LOANS") (such rights, the "MORTGAGE LOAN RIGHTS" (as defined on the next page)) and certain moneys received under the Mortgage Loans after March 3, 2006 (the "CUTOFF DATE"), (ii) the benefits of all covenants, agreements, undertakings, representations, warranties and other choses in action in favor of the Issuer Trustee under the Transaction Documents (as defined in the Series Supplement), (iii) the Collection Account and (iv) all other assets that comprise the Charged Property (as defined in the Security Trust Deed). The Mortgage Loans will be sold to the Issuer Trustee by CBA and Homepath Pty Limited, ABN 35 081 986 530 ("HOMEPATH") (in such capacity, the "SELLERS") and will be serviced for the Issuer Trustee by CBA (in such capacity, the "SERVICER"). The Trust was created pursuant to a master trust deed dated October 8, 1997, as amended from time to time (the "MASTER TRUST DEED") between the Manager and Perpetual and a series supplement dated March 3, 2006 (the "SERIES SUPPLEMENT"), between CBA (as Seller and Servicer), Homepath, the Manager and the Issuer Trustee, which describes, among other things, the Trust and the underlying cash flow relating to the Offered Notes. The Offered Notes will be issued pursuant to an Offered Note Trust Deed dated March 3, 2006 among the Issuer Trustee, the Manager and The Bank of New York, (the "OFFERED NOTE TRUSTEE"). The Class A-1 Notes will be issued in an aggregate principal amount of US$2,000,000,000 which is equal to approximately 48.96% of the aggregate balance of the Mortgage Loans as of the Cutoff Date. The Class A-2 Notes will be issued in an aggregate principal amount of A$2,000,000,000 which is equal to approximately 36.60% of the aggregate balance of the Mortgage Loans as of the Cutoff Date. The Class A-3 Notes will be issued in an aggregate principal amount of (euro)450,000,000 which is equal to approximately 13.23% of the aggregate balance of the Mortgage Loans as of the Cutoff Date. The Class B Notes will be equal to approximately 1.21% of the aggregate principal amount of the Mortgage Loans as of the Cutoff Date. The assets of the Trust will also secure under the Security Trust Deed, among other things, any Redraw Bonds (as defined in the Series Supplement) that may be issued after the date of this Agreement and the Issuer Trustee's obligations under the Liquidity Facility. The Class A-2 Notes, Class B Notes and the Redraw Bonds are collectively referred to as the "A$ SECURITIES." The Class A-3 Notes are referred to as the "(EURO) SECURITIES." The Offered Notes, the Class A-3 Notes and the A$ Securities are collectively referred to as the "NOTES." The Manager has prepared and filed with the Securities and Exchange Commission (the "SEC") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder (collectively, the "SECURITIES ACT"), a registration statement (Reg. No. 333-127026), including a prospectus, relating to the Offered Notes. The registration statement as amended at the time when it became effective, or, if any post-effective amendment has been filed with respect thereto, as amended by the most recent post-effective amendment at the time of its effectiveness, is referred to in this Agreement as the "Registration Statement", the form of base prospectus included in the Registration Statement as most recently filed with the SEC is referred to as the "BASE PROSPECTUS" and the form of the prospectus which 2  includes the Base Prospectus and a prospectus supplement describing the Offered Notes and the offering thereof (the "PROSPECTUS SUPPLEMENT") which prospectus is first filed on or after the date of this Agreement in accordance with Rule 424(b) is referred to in this Agreement as the "PROSPECTUS". Any preliminary form of the Prospectus Supplement to be filed pursuant to Rule 424(b) is referred to as a "PRELIMINARY PROSPECTUS SUPPLEMENT" and, together with the Base Prospectus, and as amended or supplemented if the Manager shall have furnished any amendments or supplements thereto, a "PRELIMINARY PROSPECTUS." When used in this Agreement, "BASIC DOCUMENTS" shall mean collectively: the Master Trust Deed (in so far as it applies to the Trust), the Series Supplement, the Notes, the Security Trust Deed, the Offered Note Trust Deed, the Agency Agreement, the Dealer Agreement, the Subscription Agreement, the Liquidity Facility Agreement, the Standby Redraw Facility Agreement, the Currency Swap Agreement, the Interest Rate Swap Agreement, the Mortgage Insurance Policy, any other document which is agreed to by the Manager and the Issuer Trustee to be a Transaction Document in relation to the Trust under clause 1.6(a)(i) of the Series Supplement, the DTC Letter of Representations, any undertakings given to the Euroclear System ("EUROCLEAR") or Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") in connection with the Book Entry Notes, and any other contract, agreement or instrument which is specified in the draft settlement agenda dated February 28, 2006 prepared by Clayton Utz in connection with the issuance and sale of the Notes. CBA and the Manager are each a "CBA PARTY" and collectively are referred to as the "CBA PARTIES". "EFFECTIVE DATE" shall mean the earlier of the date on which the Prospectus Supplement is first used and the time of the first Contract of Sale to which such Prospectus Supplement relates. The initial effective date of the Registration Statement was within three years of the Closing Date. "RULE 424" refers to such rule under the Securities Act. In addition, the following terms shall have the following meanings: (i) "ABS INFORMATIONAL AND COMPUTATIONAL MATERIALS" shall have the meaning given such term in Item 1101 of Regulation AB. (ii) "APPROVED OFFERING MATERIALS" means the Preliminary Prospectus that CBA or the Manager identifies in writing to the Underwriters as "Approved Offering Materials." (iii) "CONTRACT OF SALE" has the same meaning as in Rule 159 of the Securities Act Regulations and all SEC guidance relating to Rule 159. (iv) "FREE WRITING PROSPECTUS" shall have the meaning given such term in Rules 405 and 433 of the Securities Act Regulations. (v) "ISSUER FREE WRITING PROSPECTUS" shall have the meaning given such term in Rule 433 of the Securities Act Regulations. (vi) "ISSUER INFORMATION" shall mean any "issuer information" as defined in Rule 433(h) of the Securities Act Regulations and footnote 271 of SEC Release No. 33-8591 (Securities Offering Reform) and identified 3  by the Manager as Issuer Information and relating to the Offered Notes or the offering thereof. (vii) "PERMITTED ADDITIONAL MATERIALS" shall mean information that is not ABS Informational and Computational Materials and (x) that are referred to in Section 5(V)(f)(iii) so long as any Issuer Information provided by the Underwriter pursuant to Section 5(V)(f)(iii) is limited to information included within the definition of ABS Informational and Computational Materials, (y) that constitute Offered Note price, yield, weighted average life, subscription or allocation information, or a trade confirmation, or (z) otherwise with respect to which the Manager has provided written consent to the Underwriter to include in a Free Writing Prospectus. (viii) "POOL INFORMATION" means the information furnished by magnetic tape, diskette or any other computer readable format, or in writing to the Underwriter by any CBA Party regarding the Mortgage Loans. (ix) "UNDERWRITER DERIVED INFORMATION" shall refer to information of the type described in clause (5) of footnote 271 of SEC Release No. 33-8591 (Securities Offering Reform) when prepared by the Underwriters, including traditional computational and analytical materials prepared by the Underwriters. (x) "UNDERWRITER FREE WRITING PROSPECTUS" shall mean all Free Writing Prospectuses prepared by or on behalf of the Underwriters other than any Underwriter Prepared Issuer FWP, including any Permitted Additional Materials. (xi) "UNDERWRITER PREPARED ISSUER FWP" shall mean any Free Writing Prospectus prepared by or on behalf of the Underwriter that contains any Issuer Information, including any Free Writing Prospectus or portion thereof prepared by or on behalf of the Underwriter that contains only a description of the final terms of the Offered Notes or of the offering of the Offered Notes. (xii) "WRITTEN COMMUNICATION" shall have the meaning given such term in Rule 405 of the Securities Act Regulations. To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Series Supplement. In this Agreement, a reference to the Issuer Trustee is a reference to the Issuer Trustee in its capacity as trustee of the Trust only, and in no other capacity and reference to the assets, business, property or undertaking of the Issuer Trustee, unless otherwise stated, is a reference to the Issuer Trustee in that capacity only. 4  Each of the CBA Parties and the Issuer Trustee hereby agrees with the Underwriters as follows: 2. Purchase and Sale. (a) The Issuer Trustee, at the direction of the Manager, agrees to sell, and the Manager agrees to direct the Issuer Trustee to sell, the Offered Notes to the several Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Issuer Trustee, the respective principal amounts of Offered Notes set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 100% of their principal amount. (b) In connection with such purchase, CBA will pay in immediately available funds to the Underwriters commissions in the net sum of US$1,200,000 with respect to the Offered Notes (the "COMMISSION"). (c) The Underwriters agree to pay for any expenses incurred by the CBA Parties in connection with any "roadshow" presentation to potential investors. 3. Offering. The CBA Parties and the Issuer Trustee understand that the Underwriters intend to make a public offering of their respective portions of the Offered Notes upon the terms set forth in the Prospectus as soon after (A) the Registration Statement has become effective and (B) the parties hereto have executed and delivered this Agreement, as in the judgment of Deutsche Bank Securities Inc., HSBC Bank plc and Credit Suisse Securities (USA) LLC (the "JOINT BOOK RUNNERS") is advisable. 4. Delivery and Payment. Payment for the Offered Notes shall be made by wire transfer in immediately available funds to the account specified by the Issuer Trustee to the Underwriters no later than 12:00 noon, New York City time on March 14, 2006, or at such other time on the same or such other date, not later than the fifth Business Day thereafter, as the Joint Book Runners and the Manager may agree upon in writing. The time and date of such payment are referred to herein as the "CLOSING DATE". As used herein, the term "BUSINESS DAY" means any day other than a day on which banks are permitted or required to be closed in New York City, Sydney and London. Payment for the Class A-1 Notes shall be made against delivery to the nominee of The Depository Trust Company for the respective accounts of the several Underwriters of one or more fully registered global book-entry notes (the "CLASS A-1 BOOK-ENTRY NOTES") representing US$2,000,000,000 in aggregate principal amount of Class A-1 Notes, with any transfer taxes payable in connection with the transfer to the Underwriters of the Class A-1 Notes duly paid by the Issuer Trustee. The Class A-1 Book-Entry Notes will be made available for inspection by the Underwriters at the offices of Mayer Brown, Rowe & Maw LLP at 1675 Broadway, New York, New York 10019 not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date. Interests in any Book-Entry Notes will be held only in Book-Entry form through DTC except in limited circumstances described in the Prospectus. 5  5. Representations and Warranties. I. Representations and Warranties of the Issuer Trustee. The Issuer Trustee represents and warrants to each Underwriter and the CBA Parties as of the date of this Agreement and as of the Closing Date, and agrees with each Underwriter and the CBA Parties, that: (a) since the respective dates as of which information is provided in the Prospectus, there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the general affairs, business, prospects, management, or results of operations, condition (financial or otherwise) of Perpetual or the Trust except as disclosed in the Prospectus which is material in the context of performing the Issuer Trustee's obligations and duties under the Notes and each Basic Document to which it is or is to be party; (b) Perpetual has been duly incorporated and is validly existing as a corporation under the laws of Australia, with power and authority (corporate and other) to conduct its business as described in the Prospectus, and to enter into and perform the Issuer Trustee's obligations under this Agreement and the Basic Documents and Perpetual has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents; (c) Perpetual has duly authorized, executed and delivered this Agreement; (d) the Notes have been duly authorized by Perpetual, and, when the Offered Notes have been issued (and duly authenticated by the Offered Note Trustee), delivered and paid for pursuant to this Agreement, they will constitute valid and binding obligations of the Issuer Trustee entitled to the benefits of the Offered Note Trust Deed and the Security Trust Deed, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors rights generally and to general equitable principles; (e) the execution, delivery and performance by Perpetual of each of the Basic Documents to which it either is, or is to be, a party and this Agreement has been duly authorized by Perpetual and, when executed and delivered by it and the other parties thereto, each of the Basic Documents will constitute a legal, valid and binding obligation of the Issuer Trustee, enforceable against it in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors rights generally and to general equitable principles; (f) Perpetual is not, nor with the giving of notice or lapse of time or both will be, in violation of or in default under: (i) its constitution or (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which either it is a party or by which it or any of its properties is bound, except in the case of (ii), for violations and defaults which 6  individually and in the aggregate would not have a material adverse effect on the transactions contemplated in this Agreement or in the Basic Documents; the issue and sale of the Notes and the performance by the Issuer Trustee of all of the provisions of the Issuer Trustee's obligations under the Notes, the Basic Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not (I) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, (II) result in any violation of the provisions of its constitution or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it, or any of its properties; or (III) result in the creation or imposition of any lien or encumbrance upon any of its property pursuant to the terms of any indenture, mortgage, contract or other instrument other than pursuant to the Basic Documents; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by the Issuer Trustee of the transactions contemplated by this Agreement or the Basic Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC thereunder (the latter, including such applicable rules and regulations, the "TRUST INDENTURE ACT") and as may be required under state securities or "Blue Sky" Laws in connection with the purchase and distribution of the Offered Notes by the Underwriters; (g) other than as set forth in or contemplated by the Prospectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to its knowledge, threatened against or affecting it or the Trust or to which it is or may be a party or to which it is or may be the subject: (i) asserting the invalidity of this Agreement or of any of the Basic Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents by the Issuer Trustee, (iii) that may adversely affect the U.S. federal or Australian federal or state income, excise, franchise or similar tax attributes of the Offered Notes, (iv) that could materially and adversely affect the Issuer Trustee's performance of its obligations under, or the validity or enforceability against the Issuer Trustee of, this Agreement or any of the Basic Documents or (v) which could individually or in the aggregate reasonably be expected to have a material adverse effect on the interests of the holders of any of the Offered Notes or the marketability of the Offered Notes; (h) the representations and warranties of the Issuer Trustee contained in the Basic Documents are true and correct in all material respects; (i) it has not done or omitted to do anything that might reduce, limit or otherwise adversely affect the right of the Issuer Trustee to be indemnified from the assets of the Trust under Clause 16 of the Master Trust Deed; (j) Perpetual has not taken any corporate action and (to the best of its knowledge and belief having made reasonable inquiry and investigation) no other steps have been taken or legal proceedings been started or threatened against it for its winding-up, 7  dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all its assets; (k) in reliance on the legal opinion specified in Section 7(l) of this Agreement, no stamp or other duty is assessable or payable in, and subject only to compliance with Section 128F of the Income Tax Assessment Act 1936 (the "AUSTRALIAN TAX ACT") in relation to interest payments under the Offered Notes, no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature will be imposed or made for or on account of any income, registration transfer or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the Commonwealth of Australia or any sub-division of or authority therein or thereof having power to tax in such jurisdiction, in connection with (i) the authorization, execution or delivery of any of the Basic Documents to which it is or is to be a party or with the authorization, execution, issue, sale or delivery of the Offered Notes under this Agreement, (ii) the sale and delivery of the Offered Notes by the Underwriters contemplated in this Agreement and the Prospectus or (iii) the execution, delivery or performance by the Issuer Trustee of any of the Basic Documents to which it is or is to be a party or the Offered Notes; except, in the case of sub clause (iii), for any of the Basic Documents on which nominal stamp duty is payable or any other document executed in connection with the perfection of the Issuer's Trustee's legal title to the Mortgage Loans on which stamp duties or registration fees may be payable; (l) the Offered Notes and the obligations of the Issuer Trustee under the Offered Note Trust Deed will be secured (pursuant to the Security Trust Deed) by a first floating charge over the assets of the Trust, subject to the Prior Interest (as defined in the Security Trust Deed); and (m) no event has occurred or circumstances arisen which, had the Notes already been issued, would (whether or not with the giving of notice or direction and/or the passage of time and/or fulfillment of any other requirement) oblige it to retire as Issuer Trustee or constitute grounds for its removal as Issuer Trustee under any Basic Document or constitute an Event of Default (as defined in the Security Trust Deed). II. Representations and Warranties of the CBA Parties. Each CBA Party severally represents and warrants to each Underwriter and the Issuer Trustee as of the date of this Agreement and as of the Closing Date that: (a) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting (x) the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of the CBA Parties taken as a whole or (y) the general affairs, business, prospects, condition (financial or otherwise) of the Trust, otherwise than as set forth or contemplated in the Prospectus; (b) it has been duly incorporated and is validly existing as a corporation under the laws of Australia, with power and authority (corporate and other) to own its properties and 8  conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Basic Documents, and, in each case, has been duly qualified or licensed for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification or licensing, other than where the failure to be so qualified or licensed or in good standing would not have a material adverse effect on the transactions contemplated in this Agreement or in the Basic Documents; (c) this Agreement has been duly authorized, executed and delivered by it; (d) each of the Basic Documents to which it is or is to be a party and this Agreement has been duly authorized by it, upon filing the Offered Note Trust Deed with the SEC the Offered Note Trust Deed will have been duly qualified under the Trust Indenture Act and each of the Basic Documents, when executed and delivered by each CBA Party that is a party to it and the other parties thereto, will constitute a legal, valid and binding obligation of such CBA party, enforceable against it in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors rights generally and to general equitable principles; and, in the case of the Manager only, the Offered Notes and the Basic Documents each will conform to the descriptions thereof in the Prospectus; (e) it is not, nor with the giving of notice or lapse of time or both would it be, in violation of or in default under, its constitution or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated in this Agreement or in the Basic Documents; the issue and sale of the Notes and the performance by it of all or any obligations it has under the Notes, the Basic Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, (ii) result in any violation of the provisions of the constitution of a CBA Party or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over a CBA Party, or any of its properties or (iii) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract, or other instrument other than pursuant to the Basic Documents; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Notes or the consummation by it of the transactions contemplated by this Agreement or the Basic Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act, the Trust Indenture Act and as may be required under state securities or Blue Sky Laws of the United States in connection with the purchase and distribution of the Offered Notes by the Underwriters and the registration of the Charge with the ASIC on the Closing Date; 9  (f) other than as set forth or contemplated in the Prospectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to its knowledge, threatened against or affecting it or its properties, the Trust or the Trust's properties, or to which it or the Trust is or may be a party or to which it, the Trust or any property of it or the Trust is or may be the subject, (i) asserting the invalidity of this Agreement or of any of the Basic Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (iii) that may adversely affect the U.S. federal or Australian federal or state income, excise, franchise, stamp duty or similar tax attributes of the Offered Notes, (iv) that could materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents or (v) which could individually or in the aggregate reasonably be expected to have a material adverse effect on the interests of the holders of the Offered Notes or the marketability of the Offered Notes; and there are no statutes, regulations, contracts or other documents that are required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required; (g) its representations and warranties contained in the Basic Documents are true and correct in all material respects; (h) it owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Australian and United States federal, state, local and other governmental authorities (including United States regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to perform its obligations under this Agreement and the Basic Documents, and it has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization; and it is in compliance with all laws and regulations necessary for the performance of its obligations under this Agreement and the Basic Documents; (i) it has not taken any corporate action and (to the best of its knowledge and belief having made reasonable inquiry and investigation) no other steps have been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its assets (other than enforcement action taken by CBA over its assets); (j) no stamp or other duty is assessable or payable in, and subject only to compliance with Section 128F of the Australian Tax Act in relation to payments under the Offered Notes, no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature is imposed or made for or on account of any income, registration, transfer or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the Commonwealth of Australia or any sub-divisions of or authority therein or thereof having power to tax in such jurisdiction, in connection with (i) the authorization, execution or delivery of the Basic Documents to which it is, or is to be, a party or with the authorization, execution, issue, sale or delivery of the Offered Notes and (ii) the execution, delivery or performance by each CBA Party of the Basic Documents to which it is or 10  is to be a party or the Offered Notes; except, in the case of sub clause (ii), for any of the Basic Documents on which nominal stamp duty is payable or any other document executed in connection with the perfection of the Issuer's Trustee's legal title to the Mortgage Loans on which stamp duties or registration fees may be payable; (k) no event has occurred or circumstances arisen which, had the Notes already been issued, would (whether or not with the giving of notice and/or the passage of time and/or the fulfillment of any other requirement) constitute a Manager Default (as defined in the Master Trust Deed) or a Servicer Default (as defined in the Series Supplement); and (l) with respect to the A$ Securities and the (euro) Securities: (A) none of the CBA Parties, any "affiliate" (as defined in Rule 144(a)(1), each an "AFFILIATE") of a CBA Party or any person acting on behalf of a CBA Party or an Affiliate of a CBA Party has engaged or will engage in any "directed selling efforts" (within the meaning of Regulation S), (B) each of the CBA Parties, each Affiliate of a CBA Party and any person acting on behalf of a CBA Party or an Affiliate of a CBA Party has offered and sold, and will offer and sell, the A$ Securities and the (euro) Securities only in "offshore transactions" (within the meaning of Regulation S) in compliance with Regulation S and (C) each of the CBA Parties, each Affiliate of a CBA Party and any person acting on behalf of a CBA Party or an Affiliate of a CBA Party has complied and will comply with the offering restrictions requirement of Regulation S. III. Representations and Warranties of the Manager. The Manager represents and warrants to each Underwriter and the Issuer Trustee as of the date of this Agreement and as of the Closing Date, that: (a) the Registration Statement has been declared effective by the SEC under the Securities Act; the conditions to the use by the Manager of a Registration Statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Manager, threatened by the SEC; and (i) on the Effective Date of the Registration Statement, the Registration Statement conformed in all material respects to the requirements of the Securities Act, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) at the time of filing of the Prospectus pursuant to Rule 424(b) and on the Closing Date the Prospectus and the Registration Statement will conform in all material respects to the requirements of the Securities Act, and such document will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing representations and warranties shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act, and (ii) statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to any CBA Party in writing by such Underwriter expressly for use therein; 11  (b) the documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the SEC, complied and will comply in all material respects with the requirements of the Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (collectively, the "EXCHANGE ACT") and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the date of the Prospectus and at the Closing Date, did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, no representation or warranty is made as to documents deemed to be incorporated by reference in the Registration Statement as the result of filing any Current Report on Form 8-K at the request of the Underwriters except to the extent such documents accurately reflect or are accurately based upon information furnished by or on behalf of the CBA Parties to the Underwriters for the purpose of preparing such documents; (c) each Issuer Free Writing Prospectus (as of its date) did not, and the Approved Offering Materials as of the date of the Approved Offering Materials did not and as of the date of the first Contract of Sale will not and as at the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Manager was not, as of any date on or after which a bona fide offer (as used in Rule 164(h)(2) of the Securities Act Regulations) of the Offered Notes was made an Ineligible Issuer, as such term is defined in Rule 405 of the Securities Act Regulations. (e) to the knowledge of the Manager, no event has occurred that would entitle the Manager to direct the Issuer Trustee to retire as trustee of the Trust under clause 19.2 of the Master Trust Deed; and (f) the Trust is not and (i) upon the issuance and sale of the Notes as contemplated in this Agreement, (ii) the application of the net proceeds therefrom as described in the Prospectus, (iii) the performance by the parties to the Basic Documents of their respective obligations under the Basic Documents, and (iv) the consummation of the transactions contemplated by the Basic Documents, the Trust will not be required to be registered as an "investment company" within the meaning of the Investment Company Act of 1940, as amended. 6. Covenants and Agreements. I. Covenants and Agreements of the Issuer Trustee. The Issuer Trustee covenants and agrees with each of the Underwriters and each of the CBA Parties as follows: (a) to use the net proceeds received by the Issuer Trustee from the sale of the Offered Notes pursuant to this Agreement in the manner specified in the Prospectus under the caption "Use of Proceeds"; 12  (b) to notify the Underwriters and the CBA Parties promptly after it becomes actually aware of any matter which would make any of its representations and warranties in this Agreement untrue if given at any time prior to payment being made to the Issuer Trustee on the Closing Date and take such steps as may be reasonably requested by the Underwriters to remedy the same; (c) to pay any stamp duty or other issue, transaction, value added, goods and services or similar tax, fee or duty (including court fees) in relation to the execution of, or any transaction carried out pursuant to, the Basic Documents or in connection with the issue and distribution of the Offered Notes or the enforcement or delivery of this Agreement; (d) to use all reasonable endeavors to procure satisfaction on or before the Closing Date of the conditions referred to in Section 6 below which relate to the Issuer Trustee and, in particular (i) the Issuer Trustee shall execute those of the Basic Documents not executed on the date hereof on or before the Closing Date, and (ii) the Issuer Trustee will assist the Underwriters to make arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of the Offered Notes and related matters; (e) to provide reasonable assistance to the CBA Parties to procure that the charges created by or contained in the Security Trust Deed are registered within all applicable time limits in all appropriate registers; (f) to perform all of its obligations under each of the Basic Documents to which it is a party which are required to be performed prior to or simultaneously with closing on the Closing Date; (g) not to take, or cause to be taken, any action or knowingly permit any action to be taken which it knows or has reason to believe would result in the Offered Notes not being assigned the ratings referred to in Section 6(r) below; (h) not, prior to or on the Closing Date, amend the terms of any Basic Document nor execute any of the Basic Documents other than in the agreed form without the consent of the Underwriters; (i) in connection with the initial distribution of the Class A-2 Notes and the Class B Notes, it and each person acting on its behalf (other than the CBA Parties, each Affiliate of a CBA Party and the Managers (as defined in the Dealer Agreement)) has not and will not offer for issue, or invite applications for the issue of, the Class A-2 Notes or the Class B Notes or offer the Class A-2 Notes or the Class B Notes for sale or invite offers to purchase the Class A-2 Notes or the Class B Notes to a person, where the offer or invitation is received by that person in Australia, unless the minimum amount payable for the Class A-2 Notes or the Class B Notes (as the case may be) (after disregarding any amount lent by any of the CBA Parties or any associate (as determined under sections 10 to 17 of the Corporations Act) of any CBA Party) on acceptance of the offer by that person is at least A$500,000 (calculated in accordance with both Section 708(a) of the Corporations Act and Regulations 7.1.18 of the Corporations Regulations 2001 (Cth)) or the offer or invitation does not otherwise require disclosure to investors in 13  accordance with Part 6D.2 of the Corporations Act and is not made to a person who is a "retail client" within the meaning of section 761 G of the Corporations Act. II. Covenants and Agreements of the CBA Parties. The CBA Parties severally covenant and agree with each of the several Underwriters and the Issuer Trustee as follows: (a) in the case of the Manager only, to cause the Preliminary Prospectus and Prospectus Supplement, properly completed, and any supplement thereto, to be filed with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and to furnish copies of the Prospectus to the Underwriters in New York City prior to 10:00 a.m., New York City time, on the Business Day next succeeding the date of this Agreement in such quantities as the Underwriters may reasonably request; (b) in the case of the Manager only, to deliver, at the expense of the Manager, to the Underwriters, a copy of the Registration Statement (including exhibits thereto), and, during the period mentioned in paragraph (f) below, to each of the Underwriters as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) as the Underwriters may reasonably request; provided, however, that if the Prospectus is not delivered with the confirmation in accordance with Rule 172 under the Securities Act, the Underwriters will provide the notice specified in section 6(g) in every confirmation and will deliver a paper copy of the Prospectus to those investors that request a paper copy thereof. The Manager will furnish or cause to be furnished to the Underwriters copies of all reports required by Rule 463 under the Securities Act; (c) in the case of the Manager only, before filing any amendment or supplement to the Registration Statement or the Prospectus, to furnish to the Underwriters a copy of the proposed amendment or supplement for review and not to file any such proposed amendment or supplement to which the Underwriters reasonably objects; (d) in the case of the Manager only, to advise the Underwriters promptly, and to confirm such advice in writing, (i) when the Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (ii) when any amendment to the Registration Statement has been filed or becomes effective, (iii) when any supplement to the Prospectus or any amendment to the Prospectus has been filed and to furnish to the Underwriters with copies thereof, (iv) of any request by the SEC for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any additional information, (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Prospectus or the initiation or threatening of any proceeding for that purpose, and (vi) of the occurrence of any event, within the period referenced in paragraph (f) below, as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading and to use its best efforts to prevent the issuance of any such stop order, or of any order preventing or suspending the use of 14  the Prospectus, or of any order suspending the qualification of the Offered Notes, or notification of any such order thereof and, if issued, to obtain as soon as possible the withdrawal thereof; (e) to advise the Underwriters promptly, and to confirm such advice in writing of the receipt by a CBA Party of any notification with respect to any suspension of the qualification of the Offered Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (f) in the case of the Manager only, if, during such period of time after the first date of the public offering of the Offered Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Offered Notes is required by law to be delivered in connection with sales by an Underwriter or a dealer, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at the expense of the CBA Parties, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to CBA) to which Offered Notes may have been sold by the Underwriters and to any other dealers upon request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law; (g) in the case of the Manager only, to endeavor to qualify the Offered Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Offered Notes; provided that the Manager shall not be required to file a general consent to service of process in any jurisdiction; (h) in the case of the Manager only, to make generally available to the holders of the Offered Notes and to the Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the SEC promulgated thereunder; (i) in the case of the Manager only, so long as the Offered Notes are outstanding, to furnish to the Underwriters (i) copies of each certificate, the annual statement of compliance and the annual independent certified public accountant's audit report on the financial statements furnished to the Issuer Trustee pursuant to the Basic Documents by first class mail as soon as practicable after such statements and reports are furnished to the Issuer Trustee, (ii) copies of each amendment to any of the Basic Documents, (iii) on each Determination Date or as soon thereafter as practicable, notice by telex or facsimile to the Underwriters of the Pool Factor (as such term is defined in the Series Supplement) as of the related Record Date, (iv) copies of all reports or other communications (financial or other) furnished to holders of the Offered Notes, and copies of any reports and financial statements furnished to or filed with the SEC, any governmental or regulatory authority or any national securities exchange, and (v) from time to time such other information concerning the Trust or the CBA Parties as the Underwriters may reasonably request; 15  (j) to the extent, if any, that the ratings provided with respect to the Offered Notes by the Rating Agencies are conditional upon the furnishing of documents or the taking of any other action by a CBA Party or the Issuer Trustee, the relevant CBA Party shall use its best efforts to furnish such documents and take any other such action or, in the case of the Issuer Trustee, it will use its best efforts to procure the Issuer Trustee to do so; (k) not to take, or cause to be taken, any action and will not knowingly permit any action to be taken which it knows or has reason to believe would result in the Offered Notes not being assigned the rating referred to in Section 6(r) below; (l) in the case of the Manager only, to assist the Underwriters in making arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of the Book-Entry Notes and related matters; (m) in the case of the Manager only, if required, to register the Offered Notes pursuant to the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable as such requirement comes into effect but no later than when such registration may become required by law; (n) in the case of CBA only, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay, or cause to be paid, all fees costs and expenses incident to the performance of the CBA Parties' obligations under this Agreement, including, without limiting the generality of the foregoing, all fees, costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any fees, costs and expenses of the Offered Note Trustee or any transfer agent, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement and the Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements with respect thereto), (iv) in connection with the listing of the Notes on any stock exchange, (v) related to any filing with National Association of Securities Dealers, Inc., (vi) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Basic Documents, the Preliminary and Supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus, including mailing and shipping, as provided in this Agreement, (vii) the CBA Parties' counsel and accountants fees and disbursement that are chargeable to CBA, and (viii) payable to rating agencies in connection with the rating of the Notes. However, the Underwriters shall be responsible for any expenses incurred by the CBA Parties in connection with any "roadshow" presentation to potential investors; (o) to indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest and penalties, on the creation, issue and sale of the Offered Notes in accordance with this Agreement and on the execution and delivery of this Agreement and any value added tax or goods and services tax payable in connection with any concessions, commissions and other amounts payable or allowable by the Issuer Trustee; to make all payments to be made by the CBA Parties or the Issuer Trustee under 16  this Agreement without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the relevant CBA Party is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the relevant CBA Party shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amount that would have been received if no withholding or deduction had been made; (p) in connection with the initial distribution of the Class A-2 Notes and the Class B Notes, it and each person acting on behalf of the CBA Parties, each of whom has agreed and covenanted with the Issuer Trustee and the Manager, with appropriate changes, as follows) has not and will not offer for issue, or invite applications for the issue of, the Class A-2 Notes and the Class B Notes or offer the Class A-2 Notes and the Class B Notes for sale or invite offers to purchase the Class A-2 Notes and the Class B Notes to a person, where the offer or invitation is received by that person in Australia, unless the minimum amount payable for the Class A-2 Notes and the Class B Notes (as the case may be) (after disregarding any amount lent by any of the CBA Parties or any associate (as determined under sections 10 to 17 of the Corporations Act) of any CBA Party) on acceptance of the offer by that person is at least A$500,000 (calculated in accordance with both section 708(a) of the Corporations Act and Regulation 7.1.18 of the Corporations Regulations 2001 (Cth)) or the offer or invitation does not otherwise require disclosure to investors in accordance with Part 6D.2 of the Corporations Act and is not made to a person who is a "retail client" within the meaning of section 761 G of the Corporations Act; (q) in the case of the Manager only, to file any Issuer Free Writing Prospectus, and any Underwriter Prepared Issuer FWP provided to it by an Underwriter under Section 5(V)(f), not later than the date of first use thereof, except that: (i) any Issuer Free Writing Prospectus or Underwriter Prepared Issuer FWP or portion thereof otherwise required to be filed that contains only (1) a description of the final terms of the Offered Notes may be filed by the Manager within two days of the later of the date such final terms have been established for all classes of Offered Notes and the date of first use, and (2) a description of the terms of the Offered Notes that does not reflect the final terms after they have been established for all classes of all Offered Notes is not required to be filed; and (ii) if the Issuer Free Writing Prospectus or Underwriter Prepared Issuer FWP includes only information of a type included in the definition of ABS Informational and Computational Materials, the Manager shall file the same within the later of two business days after the Underwriter first provides this information to investors and the date upon which the Manager is required to file the Prospectus Supplement with the SEC pursuant to Rule 424(b)(3) of the Securities Act, provided further, that prior to the filing of any Underwriter Prepared Issuer FWP by the Manager, such Underwriter must comply with its obligations pursuant to Section 5(V)(f) and that the Manager shall not be required to file any Free Writing Prospectus to the extent such Free Writing Prospectus includes information in a Free Writing Prospectus, Preliminary Prospectus or 17  Prospectus previously filed with the SEC or that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the SEC; and (r) to procure that the charges created by or contained in the Security Trust Deed are registered within all applicable time limits in all appropriate registers. III. Selling Restrictions. (a) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation is received by that person in Australia. (b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by: (i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or (ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers. (c) Each Underwriter agrees that it will not sell Offered Notes to, or invite or induce offers for the Offered Notes from: (i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or (ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party. (d) Each Underwriter, severally and not jointly, agrees to: (i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Notes specifying that it has complied with section 5(III)(b); and (ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate 18  that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose: (x) the identity of the purchaser of any Offered Note or any information from which such identity might be capable of being ascertained; or (y) any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (e) Each Underwriter (severally and not jointly) represents and covenants to the Issuer Trustee and the CBA Parties as of the date of this Agreement and agrees that: (i) (a) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Act 2000, as amended ("FSMA") with respect to anything done in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (b) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer Trustee. (ii) (a) the Offered Notes have not been and will not be offered, sold or distributed in the Kingdom of Spain save in accordance with the requirements of the Spanish Securities Market Law of 28 July 1988 (Ley 24/1988, de 28 de julio, del Mercado de Valores) as amended and restated, and Royal Decree 291/1992, of 27 March, on Issues and Public Offerings 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; (b) neither the Offered Notes nor the Prospectus have been or will be verified or registered in the administrative registries of the Spanish Securities Markets Commission (Comision Nacional del Mercado de Valores); and (c) the Offered Notes have not been and will not be sold, offered or distributed in Spain except in circumstances which do not constitute a public offer of securities in Spain within the meaning of the Spanish Securities Market Law and further relevant legislation or without complying with all legal and regulatory requirements in relation thereto. (iii) the Offered Notes have not been registered pursuant to Italian securities legislation and, accordingly, each Underwriter has represented and agreed that no action has or will be taken by it which would allow an offering (or a "sollecitazione all'investimento") of the notes to the public 19  in the Republic of Italy, and that sale of the notes to any persons in the Republic of Italy shall be effected in accordance with Italian securities, tax and other applicable laws and regulations; (iv) it has not offered, sold or delivered and will not offer, sell or deliver any of the Offered Notes or distribute or make available any of the Offered Notes or copies of the Prospectus or any other offering material relating to the Offered Notes in the Republic of Italy except (a) to professional investors (operatori qualificati), as defined in Article 31, second paragraph of Regulation No. 11522 of 1st July, 1998 issued by the Commissione Nazionale per le Societa e la Borsa ("CONSOB"), as amended and integrated from time to time; (b) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the "FINANCIAL SERVICES ACT") and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14th May, 1999, as amended and integrated from time to time; or (c) to an Italian resident who submits outside the Italian territory an unsolicited offer to purchase such Offered Notes. (v) any offer, sale or delivery of the Offered Notes or distribution of copies of the Prospectus or any other document relating to any of the Offered Notes in Italy under paragraphs (iii) and (iv) above must be (a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of 1st September, 1993 (the "ITALIAN BANKING ACT"), as amended, Regulation 11522 and any other applicable laws and regulations; (b) in compliance with Article 129 of the Italian Banking Act and the implementing guidelines of the Bank of Italy pursuant to which the issue or the offer of securities in Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in Italy and their characteristics; (c) in compliance with any other application notification, requirement or limitation which may be imposed by CONSOB or the Bank of Italy. For the avoidance of doubt no application pursuant to Article 129 of the Italian Banking Act has been made to the Bank of Italy by any of the Underwriters; and (d) in compliance with the banking transparency requirements set forth in the Italian Banking Act and the implementing regulations and decrees. (vi) it has not offered or sold and will not offer or sell any Offered Notes, except in conformity with the provisions of the Prospectus (Directive 2003/71/EC) Regulations 2005 and the provisions of the Irish Companies Acts 1963-2005; (b) it has not and will not offer or sell any Offered Notes other than in compliance with the provisions of the Irish Market Abuse (Directive 2003/6/EU) Regulations 2005; and (c) it will not underwrite the issue of or place the Offered Notes otherwise than in 20  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 37 (including any codes of conduct issued thereunder) and the provisions of the Irish Investor Compensation Act, 1998, including without limitation, Section 21. (f) Each Underwriter, severally and not jointly, acknowledges that the Offered Notes may not be offered or sold, directly or indirectly, and neither the Prospectus nor any form of application, advertisement or other offering material may be issued, distributed or published in any country or jurisdiction, unless permitted under all applicable laws and regulations. Each Underwriter will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, invites offers, sells or delivers Offered Notes or possesses or distributes the Prospectus or any other offering material in all cases at its own expense. IV. Manager Direction to Issuer Trustee. The Manager hereby directs the Issuer Trustee to do each of the things (or, as the case may be, not to do the things) specified in Section 5(I) and the Issuer Trustee acknowledges and accepts that direction. V. Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V), and, with respect to all Underwriter Prepared Issuer FWP and Underwriter Free Writing Prospectuses, if any, such Underwriter Prepared Issuer FWP and Underwriter Free Writing Prospectuses are accurate in all material respects (taking into account the assumptions explicitly set forth in such Underwriter Prepared Issuer FWP and Underwriter Free Writing Prospectuses), except that such Underwriter makes no representation to the extent that any misstatements or omissions were the result of any inaccurate Issuer Information (including but not limited to Pool Information) supplied by the Issuer Trustee or the CBA Parties to such Underwriter. (b) Prior to the Closing Date each Underwriter shall notify the Manager or CBA of the earlier of (x) the date on which the Prospectus Supplement is first used and (y) the time of the first Contract of Sale to which such Prospectus Supplement relates. (c) It is understood that the Underwriters propose to offer the Offered Notes for sale to the public as set forth in the Prospectus and the Underwriters agree that all such offers and sales shall be made in compliance with all applicable laws and regulations. Prior to the date of the first Contract of Sale made based on the Approved Offering Materials, each Underwriter represents, warrants and agrees that it has not pledged, sold, disposed of or otherwise transferred any Offered Note, Mortgage Loans or any interest in any Offered Note. 21  (d) It is understood that the Underwriters will solicit offers to purchase the Offered Notes as follows: (i) Prior to the time that the Underwriters have received the Approved Offering Materials they may, in compliance with the provisions of this Agreement, solicit offers to purchase Offered Notes; provided, that they shall not accept any such offer to purchase an Offered Note or any interest in any Offered Note or Mortgage Loan or otherwise enter into any Contract of Sale for any Offered Note, any interest in any Offered Note or any Mortgage Loan prior to their conveyance of Approved Offering Materials to the investor. (ii) any Written Communication relating to the Offered Notes made by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Offered Notes with the recipient shall prominently set forth the following statements (or a substantially similar statements approved by the Manager): The information in this free writing prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the Offered Notes, supersedes any information contained in any prior similar materials relating to the Offered Notes. The information in this free writing prospectus is preliminary, and is subject to completion or change. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Offered Notes referred to in this free writing prospectus and to solicit an offer to purchase the Offered Notes, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Offered Notes, until we have accepted your offer to purchase Offered Notes. The Offered Notes referred to in these materials are being sold when, as and if issued. The issuer is not obligated to issue such Offered Notes or any similar security and the underwriter's obligation to deliver such Offered Notes is subject to the terms and conditions of the underwriting agreement and the availability of such Offered Notes when, as and if issued. You are advised that the terms of the Offered Notes, and the characteristics of the mortgage loan pool backing them, may change (due, among other things, to the possibility that mortgage loans that comprise the pool may become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to the pool, and that one or more classes of Offered Notes may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. You are advised that Offered Notes may not be issued that have the characteristics described in these materials. The underwriter's obligation to sell such Offered Notes to you is conditioned 22  on the mortgage loans and Offered Notes having the characteristics described in these materials. If for any reason the issuer does not deliver such Offered Notes, the underwriter will notify you, and neither the issuer nor any underwriter will have any obligation to you to deliver all or any portion of the Offered Notes which you have committed to purchase, and none of the issuer nor any underwriter will be liable for any costs or damages whatsoever arising from or related to such non-delivery. (e) It is understood that the Underwriters will not enter into a Contract of Sale with any investor until the Approved Offering Materials have been conveyed to the investor with respect to the Offered Notes that are the subject of such Contract of Sale. (f) Each Underwriter may prepare and provide to prospective investors Free Writing Prospectuses, subject to the following conditions to be satisfied by such Underwriter: (i) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, such Underwriter shall not convey or deliver any Written Communication to any person in connection with the initial offering of the Offered Notes, unless such Written Communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus consisting solely of (x) information of a type included within the definition of ABS Informational and Computational Materials, (y) Permitted Additional Materials or (z) information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or any Underwriter Free Writing Prospectus. (ii) Such Underwriter shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the Securities Act Regulations and all SEC guidance relating to Free Writing Prospectuses, including but not limited to SEC Release No. 33-8591. (iii) It is understood and agreed that all information provided by the Underwriters to or through Bloomberg or Intex or similar entities for use by prospective investors, or imbedded in any CDI file provided to prospective investors, or in any email or other electronic message provided to prospective investors, to the extent constituting a Free Writing Prospectus, shall be deemed for purposes of this Agreement to be an Underwriter Free Writing Prospectus and shall not be subject to the required consent of the Manager set forth in the third sentence in Section 5(V)(f)(v). In connection therewith, each Underwriter agrees that it shall not provide any information constituting Issuer Information through the foregoing media unless (i) such information or substantially similar information is contained either in an Issuer Free Writing Prospectus or in 23  an Underwriter Prepared Issuer FWP in compliance with Section 5(V)(f)(v) or (ii) to the extent such information consists of the terms of the Offered Notes, the final version of the terms of the Offered Notes or substantially similar information is contained either in an Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 5(V)(f)(v). (iv) All Free Writing Prospectuses provided to prospective investors, whether or not filed with the SEC, shall bear a legend including the following statement (or a substantially similar statement approved by the Manager): "THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE SEC) FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE DEPOSITOR HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE DEPOSITOR AND THE OFFERING. YOU MAY GET THESE DOCUMENTS AT NO CHARGE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE 1-8[XX-XXX-XXXX] OR VIA EMAIL AT ______________." Upon reasonable notice and in consultation with the Underwriters, the Manager shall have the right to require additional specific legends or notations to appear on any Free Writing Prospectus, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, subsection (b)(iv) will be satisfied if all Free Writing Prospectuses bear a legend in a form previously approved in writing by the Manager; (v) The Underwriters shall deliver to the Manager and its counsel (in such format as reasonably required by the Manager), prior to the proposed date of first use thereof, (unless such timing requirement is waived by the Manager), any Underwriter Prepared Issuer FWP (as defined above). To facilitate filing to the extent required by Section 2(q) or Section 5(V)(i), as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. Consent to use of any Underwriter Prepared Issuer FWP must be given by the Manager in written or electronic format before 24  the Underwriter provides the Underwriter Prepared Issuer FWP to investors pursuant to the terms of this Agreement. Notwithstanding the foregoing, the Underwriters shall not be required to deliver or obtain consent to use an Underwriter Prepared Issuer FWP to the extent that it does not contain substantive changes from or additions to any Underwriter Prepared Issuer FWP previously approved by the Manager. In the event that a Underwriter uses any Underwriter Prepared Issuer FWP without complying with the foregoing requirements, that Underwriter Prepared Issuer FWP shall be deemed to be an Underwriter Free Writing Prospectus for purposes of Sections 7(a) and 7(b); (vi) The Underwriters shall provide the Manager and the Issuer Trustee with a letter from Deloitte & Touche LLP, certified public accountants, prior to the Closing Date, satisfactory in form and substance to the CBA Parties, their counsel and the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Manager and the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein and any information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the Manager and the Underwriter to be material. The foregoing letter shall be at the expense of the Underwriter. (vii) The Manager shall not be obligated to file any Issuer Free Writing Prospectuses that have been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, the Underwriters shall cooperate with the Manager to prepare a corrective Issuer Free Writing Prospectus that the Underwriters will provide to any such prospective investor and the Manager shall file to the extent required herein. In the event that an Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of such Underwriter and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a "DEFECTIVE FREE WRITING PROSPECTUS"), such Underwriter shall notify the Manager thereof as soon as practical but in any event within one business day after discovery; (viii) If an Underwriter does not provide any Free Writing Prospectuses to the Manager pursuant to this subsection (f), such Underwriter shall be deemed to have represented to the Issuer Trustee and the CBA Parties, as of the Closing Date, that it did not provide any prospective investors with 25  any information in written or electronic form in connection with the offering of the Offered Notes that would constitute an Underwriter Prepared Issuer FWP; (ix) In the event of any delay in the delivery by such Underwriter to the Manager any Underwriter Prepared Issuer FWP required to be delivered in accordance with this subsection (f), or in the delivery of the accountant's comfort letter in respect thereof pursuant to subsection (b)(vi) above the Manager shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions, in each case as necessary in order to allow the Manager to file such Underwriter Prepared Issuer FWP by the time specified therein; (x) Each Underwriter represents that it has in place, and covenants, in each case to the Issuer Trustee and the CBA Parties, that it shall maintain internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the Securities Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Offered Notes. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (A) any Free Writing Prospectus used by such Underwriter to solicit offers to purchase Offered Notes to the extent not filed with the SEC; (B) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such delivery and identity of such investor; and (C) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (xi) Each Underwriter covenants with the Manager and the Issuer Trustee that after the final Prospectus is available such Underwriter shall not distribute any written information concerning the Offered Notes to a prospective investor unless such information is preceded or accompanied by the Final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. (xii) The Underwriters shall not use any Free Writing Prospectus in connection with the solicitation of offers to purchase Offered Notes from 26  any prospective investor in a class of Offered Notes with denominations of less than $25,000 or otherwise designated as a "retail" class of Offered Notes, and each Underwriter shall not authorize any such use of any Free Writing Prospectus by any dealer that purchases any such Offered Notes from such Underwriter. (g) Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, such Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by such Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Manager specifically for use by the Underwriter pursuant to this Section 5(V)(g); for example, if the Prospectus is delivered to such Underwriter by or on behalf of the Manager in a single electronic file in pdf format, then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf format. Each Underwriter further agrees that it will provide to the Manager any Underwriter Prepared Issuer FWP, or portions thereof, which the Manager is required to file with the SEC in electronic format and will use reasonable efforts to provide to the Manager such Underwriter Prepared Issuer FWP, or portions thereof, in either Microsoft Word(R) or Microsoft Excel(R) format and not in a pdf, except to the extent that the Manager, in its sole discretion, waives such requirements. (h) If the Manager or an Underwriter determines or becomes aware that any Written Communication (including without limitation any Approved Offering Materials) or oral statement (when considered in conjunction with all information conveyed at the time of Contract of Sale) contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the Manager or such Underwriter may prepare corrective information with notice to the other party, and such Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into, and such information shall provide any such person with the following: (i) Adequate disclosure of the contractual arrangement; (ii) Adequate disclosure of the person's rights under the existing Contract of Sale at the time termination is sought; (iii) Adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and (iv) A meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. 27  Any costs incurred to the investor in connection with any such termination or reformation shall be subject to Sections 7(a) and (b), as applicable. (i) Each Underwriter shall file any Underwriter Free Writing Prospectus that has been distributed by such Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination within the later of two business days after such Underwriter first provides this information to investors and the date upon which the Manager is required to file the Prospectus Supplement with the SEC pursuant to Rule 424(b)(3) of the Securities Act or otherwise as required under Rule 433 of the Securities Act; provided, however, that the Underwriter shall not be required to file any Underwriter Free Writing Prospectus to the extent such Underwriter Free Writing Prospectus includes information in a Free Writing Prospectus, Preliminary Prospectus or Prospectus previously filed with the SEC or that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the SEC. 7. Conditions to the Obligations of the Underwriters. The several obligations of the Underwriters hereunder are subject to the performance by the Issuer Trustee and the CBA Parties of their obligations hereunder and to the following additional conditions: (a) the Registration Statement shall have become effective, or if a post-effective amendment is required to be filed under the Securities Act, such post-effective amendment shall have become effective, not later than 5:00 P.M., New York City time, on the date hereof; and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC; the Prospectus used to confirm sales of the Notes shall have been filed with the SEC pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 5II(a) hereof; and all requests for additional information shall have been complied with to the satisfaction of the Underwriters; (b) the representations and warranties of the Issuer Trustee and the CBA Parties contained herein are true and correct on and as of the Closing Date as if made on and as of the Closing Date and the representations and warranties of the Issuer Trustee and CBA Parties in the Basic Documents will be true and correct on the Closing Date; and the Issuer Trustee and the CBA Parties shall have complied with all agreements and all conditions on the part of each to be performed or satisfied hereunder and under the Basic Documents at or prior to the Closing Date; (c) all actions required to be taken and all filings required to be made by the Manager or the Issuer Trustee under the Securities Act prior to the Closing Date for the Notes shall have been duly taken or made; (d) subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (x) there shall not have occurred any downgrading in any rating accorded any securities of, or guaranteed by, CBA by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g)(2) under the Securities Act) to: (i) "A2" or worse in the case of the rating accorded by Moody's Investors Service, Inc., 28  (ii) "A" or worse in the case of a rating accorded by Standard & Poor's Ratings Group or (iii) the equivalent of "A2" or "A" or worse in the case of the rating accorded by any other "nationally recognized statistical rating organization" nor (y) shall any notice have been given of any intended or potential downgrading as is referred to in subclause (x) of this paragraph (d); (e) since the date of this Agreement, there shall not have been any material adverse change or any development involving a prospective material adverse change, in or affecting the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of the Issuer Trustee or any of the CBA Parties, taken as a whole, otherwise than as set forth or contemplated in the Prospectus, the effect of which in the judgment of the Joint Book Runners makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Offered Notes on the Closing Date on the terms and in the manner contemplated in the Prospectus; (f) the Underwriters shall have received on and as of the Closing Date a certificate of an Authorized Officer of the Issuer Trustee and each CBA Party, with specific knowledge about the party's financial matters, satisfactory to the Underwriters to the effect set forth in subsections (b) and (e) of this Section in the case of the Issuer Trustee, and (a) through (e) of this Section in the case of each CBA Party; (g) the Underwriters shall have received letters, of (i) Deloitte & Touche LLP, one dated the date of the preliminary prospectus and one dated the date of the final prospectus, in form and substance satisfactory to counsel of the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and the applicable Rules and Regulations and stating in effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Registration Statement and the Prospectus (and any amendments and supplements thereto), agrees with the accounting records of CBA, excluding any questions of legal interpretation; and of (ii) Ernst & Young, dated the date of delivery thereof, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, stating in effect that they have performed certain specified procedures with respect to the Mortgage Loans; (h) Sidley Austin LLP, special United States counsel to the Underwriters, shall have furnished to the Underwriters their written opinion, dated the Closing Date, with respect to the Registration Statement, the Prospectus and other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (i) Mayer Brown, Rowe & Maw LLP, United States counsel for the CBA Parties, shall have furnished to the Underwriters their written opinions, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (j) Mayer Brown, Rowe & Maw LLP, United States federal income tax counsel for the CBA Parties shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall 29  have received such papers and information as they may reasonably request to enable them to pass upon such matters; (k) Clayton Utz, Australian counsel for the CBA Parties, shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (l) Clayton Utz, Australian tax counsel for the CBA Parties, shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such Australian tax counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (m) Mallesons Stephen Jaques, Australian counsel for the Issuer Trustee and the Security Trustee, shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (n) Emmet Marvin & Martin, LLP, counsel for the Offered Note Trustee shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (o) the Chief Solicitor and General Counsel of CBA shall have furnished to the Underwriters his written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (p) Counsel to the Interest Rate Swap Provider and Currency Swap Provider shall have furnished to the Underwriters their written opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (q) the Underwriters shall have received a letter or letters from each counsel delivering any written opinion to any Rating Agency in connection with the transaction described in this Agreement which opinion is not otherwise described in this Agreement allowing the Underwriters to rely on such opinion as if it were addressed to the Underwriters; (r) the Underwriters shall have received copies of letters from Moody's Investors Service, Inc. ("Moody's"). Standard & Poor's (Australia) Pty. Ltd. ("S&P") and Fitch Australia Pty Ltd ("Fitch" and together with Moody's and S&P, the "Rating Agencies") stating that the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have each been rated "AAA" by S&P, "Aaa" by Moody's and "AAA" by Fitch; (s) the Underwriters shall have received evidence satisfactory to it and its counsel that on or prior to the Closing Date the Class A-2 Notes, the Class A-3 Notes and the 30  Class B Notes have been duly authorized, executed, authenticated, issued and delivered pursuant to the Basic Documents; (t) the execution and delivery by all parties thereto of the Basic Documents on or prior to the Closing Date; (u) on or prior to the Closing Date the Issuer Trustee and the CBA Parties shall have furnished to the Underwriters such further certificates and documents as the Underwriters shall reasonably request; and (v) the Underwriters shall have received the Commission. 8. Indemnification and Contribution. (a) Each of the CBA Parties agrees jointly and severally to indemnify and hold harmless each Underwriter, each affiliate of an Underwriter that assists such Underwriter in the distribution of the Offered Notes and each person, if any, that controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Approved Offering Materials or the Prospectus (as amended or supplemented if the CBA Parties shall have furnished any amendments or supplements thereto) or in any Issuer Information, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except (i) insofar as any such losses, claims, damages, liabilities, legal fees and other expenses are caused by any untrue statement or omission or alleged untrue statement or omission made (A) in reliance upon and in conformity with information relating to any Underwriter furnished to a CBA Party in writing by such Underwriter expressly for use therein or (B) in the Prepayment and Yield Information (as defined in the next paragraph); or (ii) that such indemnity with respect to the Prospectus shall not inure to the benefit of any Underwriter (or any person controlling any Underwriter) from whom the person asserting any such loss, claim, damage or liability, purchased the Offered Notes which are the subject hereof, if (i) such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Offered Notes to such person, or (ii) the Underwriters failed to comply with Section 5(V)(g) hereof, and the alleged untrue statement contained in, or omission of a material fact from the Prospectus was corrected in the Prospectus as amended or supplemented; or 31  (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein relating to any information included in an Underwriter Free Writing Prospectus or Underwriter Prepared Issuer FWP, if any, that have been superseded by a revised Underwriter Free Writing Prospectus or Underwriter Prepared Issuer FWP if the Underwriter (A) has not complied with its obligation to circulate a revised Underwriter Free Writing Prospectus or Underwriter Prepared Issuer FWP in accordance with Section 5(V)(vii) or (B) has not delivered them to the Manager no later than one (1) Business Day after delivery to investors (in the case of (B), to the extent such loss, claim, damage or liability is attributable to the failure to deliver) provided that the CBA Parties shall indemnify the Underwriter to the extent any misstatement or omission is contained in the Pool Information. For the purposes of this Agreement, the term "PREPAYMENT AND YIELD INFORMATION" means that portion of the information in the Prospectus (or the Prospectus as amended or supplemented) set forth under the sub-heading "Prepayment and Yield Considerations - Weighted Average Lives", including the table entitled "Percent of Initial Principal Outstanding at the Following Percentages of Constant Prepayment Rate", that is not Pool Information; provided, however, that information set forth under that sub-heading that is not Pool Information shall not constitute Prepayment and Yield Information to the extent such information is inaccurate or misleading in any material respect as a result of it being based on Pool Information that is inaccurate or misleading in any material respect. (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Manager, its directors, its officers who sign the Registration Statement, the Issuer Trustee and CBA and each person that controls a CBA Party or the Issuer Trustee within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted): (i) caused by information relating to such Underwriter furnished to the CBA Parties in writing by such Underwriter expressly for use in the Registration Statement or the Prospectus or any amendment or supplement thereto; (ii) caused by Underwriter Free Writing Prospectus or Underwriter Prepared Issuer FWP, if any, delivered to investors by such Underwriter, except to the extent of any errors in the Underwriter Free Writing Prospectus or Underwriter Prepared Issuer FWP that are caused by errors in the Pool Information or are caused by a misstatement or omission resulting from an error or omission in the Issuer Information supplied by the Issuer Trustee or the CBA Parties to the Underwriter, (iii) caused by any untrue statement or alleged untrue statement of material fact contained in any Underwriter Prepared Issuer FWP (except for Issuer information or any information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP), or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (when considered in conjunction with all information conveyed as of the date of the Contract of Sale), (iv) caused by any Underwriter Prepared Issuer FWP for which the conditions set forth in Section 5(V)(f)(v) above are not satisfied with respect to the prior consent by the 32  Manager, and (v) resulting from the Underwriters' failure to comply with Section 5(V)(e) or failure to file any Underwriter Free Writing Prospectus required to be filed in accordance with Section 5(V)(f)(i). (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to subsection (a) or (b) above, such person (the "INDEMNIFIED PERSON") shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Underwriters, each affiliate of any Underwriter which assists such Underwriter in the distribution of the Notes and such control persons of Underwriters shall be designated in writing by the Underwriters and any such separate firm for the Manager, its directors, its officers who sign the Registration Statement, CBA and the Issuer Trustee and such control persons of each of the Issuer Trustee and the CBA Parties shall be designated in writing by that party. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this subsection (c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if: 33  (iv) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request; and (v) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in subsection (a) or (b) above is unavailable to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such subsection, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the CBA Parties and the Issuer Trustee on the one hand and the Underwriters on the other hand from the offering of the Offered Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the CBA Parties and the Issuer Trustee on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the CBA Parties and the Issuer Trustee on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the CBA Parties and the Issuer Trustee and the total underwriting discounts and the commissions received by the Underwriters bear to the aggregate public offering price of the Offered Notes. The relative fault of the CBA Parties and the Issuer Trustee on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by a CBA Party or the Issuer Trustee or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The CBA Parties, the Issuer Trustee and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in this subsection (d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be 34  required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 7 are several in proportion to the respective principal amount of Offered Notes set forth opposite their names in Schedule I hereto, and not joint. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (e) The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Issuer Trustee and the CBA Parties set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Issuer Trustee or a CBA Party, its officers or directors or any other person controlling the Issuer Trustee or a CBA Party and (iii) acceptance of and payment for any of the Offered Notes. (f) To the extent that any payment of damages by a CBA Party pursuant to subsection (a) above is determined to be a payment of damages pursuant to paragraph 15 of Guidance Note AGN 120.3- "Purchase and Supply of Assets (including Securities issued by SPVs)", being a Guidance Note to Prudential Standard APS 120- "Funds Management and Securitisation" or any successor thereto, such payment shall be subject to the terms therein (or the terms of any equivalent provisions in any successor of Prudential Standard APS 120). 9. Termination. Notwithstanding anything herein contained, this Agreement may be terminated in the absolute discretion of the Joint Book Runners, by notice given to the Issuer Trustee and each CBA Party, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the London Stock Exchange or the Australian Stock Exchange, (ii) trading of any securities of or guaranteed by the Issuer Trustee or any CBA Party shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York, Sydney or London shall have been declared by either United States Federal, New York State, Commonwealth of Australia, New South Wales State or United Kingdom authorities, or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Joint Book Runners, is material and adverse and which, in the judgment of the Joint Book Runners, makes it impracticable to market the Offered Notes on the terms and in the manner contemplated in the Prospectus. 10. Effectiveness of Agreement; Default of Underwriters. This Agreement shall become effective upon the later of (x) execution and delivery hereof by the parties hereto and (y) release of notification of the effectiveness of the Registration Statement (or, if applicable, any post-effective amendment) by the SEC. 35  If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Notes which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Offered Notes to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Offered Notes set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Offered Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Joint Book Runners may specify, to purchase the Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Offered Notes that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Notes without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Offered Notes which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Notes to be purchased on such date, and arrangements satisfactory to the Joint Book Runners and the Manager for the purchase of such Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CBA Parties and the Issuer Trustee. In any such case either the Joint Book Runners or the Manager shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 11. Expenses Upon Termination. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Issuer Trustee or a CBA Party to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Issuer Trustee or a CBA Party shall be unable to perform its obligations under this Agreement or any condition of the Underwriters' obligations cannot be fulfilled, the CBA Parties jointly and severally agree to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder. 12. Successors. This Agreement shall inure to the benefit of and be binding upon the CBA Parties, the Issuer Trustee, the Underwriters, each affiliate of any Underwriter which assists such Underwriter in the distribution of the Offered Notes, any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase. 36  13. Certain Matters Relating to the Issuer Trustee. (a) The Issuer Trustee enters into this Agreement only in its capacity as trustee of the Trust and in no other capacity. A liability incurred by the Issuer Trustee acting in its capacity as trustee of the Trust arising under or in connection with this Agreement is limited to and can be enforced against the Issuer Trustee only to the extent to which it can be satisfied out of Assets of the Trust out of which the Issuer Trustee is actually indemnified for the liability. This limitation of the Issuer Trustee's liability applies despite any other provision of this Agreement (other than section 12(c)) to the contrary and extends to all liabilities and obligations of the Issuer Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement. (b) Each Underwriter and each of the CBA Parties may not sue the Issuer Trustee in respect of liabilities incurred by the Issuer Trustee, acting in its capacity as trustee of the Trust, in any capacity other than as trustee of the Trust including seeking the appointment of a receiver (except in relation to the Assets of the Trust), or a liquidator, an administrator or any similar person to the Issuer Trustee or prove in any liquidation, administration or arrangements of or affecting the Issuer Trustee (except in relation to the Assets of the Trust). (c) The provisions of this section 12 will not apply to any obligation or liability of the Issuer Trustee to the extent that it is not satisfied because under the Master Trust Deed, this Agreement or any other Transaction Document in relation to the Trust or by operation of law there is a reduction in the extent of the Issuer Trustee's indemnification or exoneration out of the Assets of the Trust, as a result of the Issuer Trustee's fraud, negligence or wilful default (as defined in the Series Supplement). (d) It is acknowledged that the Relevant Parties (as defined in the Series Supplement) are responsible under the Basic Documents for performing a variety of obligations relating to the Trust. No act or omission of the Issuer Trustee (including any related failure to satisfy its obligations and any breach of representations and warranties under this Agreement) will be considered fraudulent, negligent or a wilful default for the purpose of section 12(c) to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party (other than any person for whom the Issuer Trustee is responsible or liable for in accordance with any Transaction Document) to fulfill its obligations relating to the Trust or by any other act or omission of a Relevant Party or any other such person. 14. Actions by Representative; Notices. Any action by the Underwriters hereunder may be taken by the Joint Book Runners on behalf of the Underwriters, and any such action taken by the Joint Book Runners shall be binding upon the Underwriters. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be given to Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005: (Facsimile No.: (212) 797-5152); Attention: Timothy O'Toole, HSBC Bank plc, 8 Canada Square, London E14 5HQ (Facsimile No.: +44 (20) 7992-4973); Attention: Transaction Department and Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, NY 10010 (Facsimile No.: (212) 448-3675); Attention: Patrick Eng. Notices to CBA and the Manager shall be given to it at Commonwealth Bank of Australia, Level 6, 48 Martin Place, 37  Sydney, NSW, 2000 (Facsimile No.: (612) 9378-2481); Attention: Nigel Pickford, Group Treasury. Notices to the Issuer Trustee shall be given to it at Perpetual Trustees Australia Limited, Level 12, 123 Pitt Street, Sydney, NSW, 2000 (Facsimile No.: (612) 9221-7870); Attention: Manager, Securitisation. 15. Counterparts; Applicable Law. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof. 16. Submission to Jurisdiction. Each of the CBA Parties and the Issuer Trustee submits to the non-exclusive jurisdiction of any Federal or State court in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Agreement and agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the CBA Parties and the Issuer Trustee waives, to the extent permitted by law, the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceedings any objection to the laying of the venue of any such suit, action or proceeding in any Federal or State court in the City, County and State of New York, United States of America. To the extent that each of the CBA Parties and the Issuer Trustee or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity from any legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such jurisdiction, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the issuance of the Offered Notes or this Agreement, each of the CBA Parties and the Issuer Trustee hereby irrevocably and unconditionally waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement. 17. Appointments of Process Agent. (a) Each of the CBA Parties hereby designates and appoints Commonwealth Bank of Australia, 599 Lexington Avenue, New York, NY 10022 (Attention: Ian Phillips) (the "CBA Process Agent"), as its authorized agent, upon whom process may be served in any legal suit, action or proceeding based on or arising under or in connection with this Agreement, it being understood that the designation and appointment of Commonwealth Bank of Australia, 599 Lexington Avenue, New York, NY 10022 (Attention: Ian Phillips) as such authorized agent shall become effective immediately without any further action on the part of the each of the CBA Parties. Such appointment shall be irrevocable to the extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 16 and reasonably satisfactory to the Joint Book Runners. If the CBA Process Agent shall cease to act as agent for service of process, each of the CBA Parties shall appoint, without unreasonable delay, another such agent, and notify the Underwriters of such appointment. Each of the CBA Parties represents to the Underwriters that it has notified the CBA Process Agent of such designation and appointment and that the CBA Process Agent has accepted the same in writing. Each of the CBA Parties hereby authorizes and 38  directs the CBA Process Agent to accept such service. Each of the CBA Parties further agrees that service of process upon the CBA Process Agent and written notice of that service to it shall be deemed in every respect effective service of process upon it in any such legal suit, action or proceeding. Nothing in this Section 16 shall affect the right of any Underwriter or any person controlling any Underwriter to serve process in any other manner permitted by law. (b) The Issuer Trustee hereby designates and appoints CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, NY 10011 (the "IT Process Agent"), as its authorized agent, upon whom process may be served in any legal suit, action or proceeding based on or arising under or in connection with this Agreement, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action on the part of the Issuer Trustee. Such appointment shall be irrevocable to the extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 16 and reasonably satisfactory to the Joint Book Runners. If the IT Process Agent shall cease to act as agent for service of process, the Issuer Trustee shall appoint, without unreasonable delay, another such agent, and notify the Underwriters of such appointment. The Issuer Trustee represents to the Underwriters that it has notified the IT Process Agent of such designation and appointment and that the IT Process Agent has accepted the same in writing. The Issuer Trustee hereby authorizes and directs the IT Process Agent to accept such service. The Issuer Trustee further agrees that service of process upon the IT Process Agent and written notice of that service to it shall be deemed in every respect effective service of process upon it in any such legal suit, action or proceeding. Nothing in this Section 16 shall affect the right of any Underwriter or any person controlling any Underwriter to serve process in any other manner permitted by law. 18. Currency Indemnity. The obligations of the parties to make payments under this Agreement are in U.S. dollars. Such obligations shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in any currency other than U.S. dollars or any other realization in such other currency, whether as proceeds of set-off security, guarantee, distributions, or otherwise, except to the extent to which such tender recovery or realization shall result in the receipt by the party which is to receive such payment of the full amount of the U.S. dollars expressed to be payable under this Agreement. The party liable to make such payment agrees to indemnify the party which is to receive such payment for the amount (if any) by which the full amount of U.S. dollars exceeds the amount actually received, and, in each case, such obligation shall not be affected by judgment being obtained for any other sums due under this Agreement. The parties agree that the rate of exchange which shall be used to determine if such tender, recovery or realization shall result in the receipt by the party which is to receive such payment of the full amount of U.S. dollars expressed to be payable under this Agreement shall be the noon buying rate in New York City for cable transfers in such foreign currency as certified for customs purposes by the Federal Reserve Bank of New York of the business day preceding that on which the judgment becomes a final judgment or, if such noon buying rate is not available, the rate of exchange shall be the rate at which in accordance with normal banking procedures the Joint Book Runners could purchase United States dollars with such foreign currency on the business day preceding that on which the judgment becomes a final judgment. 39  If the foregoing is in accordance with your understanding, please sign and return the enclosed counterparts hereof. Very truly yours, COMMONWEALTH BANK OF AUSTRALIA By:_____________________________________ Name: Title: SECURITISATION ADVISORY SERVICES PTY LIMITED By:_____________________________________ Name: Title: PERPETUAL TRUSTEE COMPANY LIMITED in its capacity as Trustee of the Trust By:_____________________________________ Name: Title: S-1  Accepted: March __, 2006 DEUTSCHE BANK SECURITIES INC. By:___________________________ Name: Title: By:___________________________ Name: Title: S-2  COMMONWEALTH BANK OF AUSTRALIA By:___________________________ Name: Title: S-3  CREDIT SUISSE SECURITIES (USA) LLC By:___________________________ Name: Title: S-4  HSBC BANK PLC By:___________________________ Name: Title: S-5  SCHEDULE I PRINCIPAL AMOUNT OF UNDERWRITER SECURITIES TO BE PURCHASED -------------------------- Deutsche Bank Securities Inc...................... US$700,000,000 Credit Suisse First Boston Corporation LLC........ US$700,000,000 HSBC Bank plc..................................... US$300,000,000 Commonwealth Bank of Australia.................... US$300,000,000 Total.................... US$2,000,000,000 ================ 1  SCHEDULE II List of 128F(9) Offshore Associates of the Issuer Trustee Perpetual Ltd Perpetual Trustees Nominees Ltd Perpetual Custodians Ltd Perpetual Trust Services Limited Hunter Nominees Pty Ltd PT Limited Perpetrust Nominees Pty Ltd Perpetual Legal Services Pty Ltd Perpetual Service Network Pty Limited Australian Trustees Limited Commonwealth Trustees Pty Limited Investor Marketplace Limited Perpetual Australia Pty Limited Perpetual Investment Management Limited Perpetual Nominees Limited Perpetual Services Pty Limited Perpetual Trustees S A Limited Queensland Trustees Pty Limited Perpetual Loan Company Limited Perpetual Superannuation Limited Perpetual Assets Pty Ltd Perpetual Asset Management Ltd Perpetual Trustees Victoria Ltd Perpetual Executors Nominees Ltd Perpetual Trustees Queensland Ltd Perpetual Trustee Company (Canberra) Ltd Perpetual Trustees W.A. Ltd Terrace Guardians Ltd Wilson Dilworth Limited Wilson Dilworth Finance Pty Limited Wilson Dilworth Partnership Pty Ltd Perpetual Trustees Consolidated Limited Perpetual Nominees (Canberra) Limited Perpetual Custodian Nominees Pty Ltd Perpetual Property Securities Ltd P.I. Investment Management Limited (Incorporation No. 391261) -2-  SCHEDULE III List of 128F(9) Associates of the CBA Parties Commonwealth Bank of Australia Antarctic Shipping Pty Limited Aquasten Pty Limited Australian Bank Limited Australian TIC Management Balga Pty Limited BDSC Pty Limited(REFER CB489) DBCV Pty Limited Binya Pty Limited Brookhollow Ave Pty Limited CHINA LIFE CBA Corporate Services (NSW) CBA Corporate Services (Vic) CBA EDSA IT Assets Partnership CBA Indemnity Co. Pty Limited CBA International Finance PL CBA Investments (No 2) Pty Ltd Sparad (No 20) Pty Limited Sparad (no 22) Pty Limited AEFC Investments Pty Limited CBA Investments Limited CBA Investments OBU CBA IT Co Pty Limited CBA Leasing (No 2) Pty Limited CBA Rail & Tram Co Pty Limited Tankstream Rail (Vic) Pty Ltd Tankstream Rail (SW-1) Pty Ltd Tankstream Rail (SW-2) Pty Ltd Tankstream Rail (SW-3) Pty Ltd Tankstream Rail (SW-4) Pty Ltd Tankstream Rail (BY-1) Pty Ltd Tankstream Rail (BY-2) Pty Ltd Tankstream Rail (BY-3) Pty Ltd Tankstream Rail (BY-4) Pty Ltd CBA Specialised Financing Ltd Share Investments Pty Limited CBA Funding (NZ) Limited CBA Dairy Leasing Limited CBA Investments (No4) limited Clearwater Services Limited IT Fleet NZ Limited IT Fleet NZ No 2 Limited -3-  CB Officers Super Corp PL Commonwealth Capital Corp Ltd Commonwealth Capital Limited CDB Australia Limited Direct Australian Pty Limited First Australian Pty Limited Harford Pty Limited Homepath Pty Limited Commonwealth Fleet Lease PL Leaseway Transportation PL MMAL Fleet Lease Arranger PL Puerto Limited RVG Administration Co PL COMMONWEALTH GROUP PTY LTD SBV Nominees Limited SBV Staff Super Pty Limited Securitisation Advisory Serv Securitisation Custodian PL HFV6 PTY LIMITED SA Fleet Lease Arranger PL Sparad (No 16) Pty Limited Sparad (No 17) Pty Limited Sparad (No 21) Pty Limited Sparad (No 24) Pty Limited Vic Fleet Lease Arranger PL CBCL Alexander Rouse Int PL CBCL Australia Limited CBCL Australia Securities Ltd CBCL Fixed Interest limited CBCL Holdings Australia Ltd CBCL KNS Nominees Pty Ltd CBCL May Mellor Limited CBCL Mayson Nominees Pty Ltd CBCL Property Finance Limited CBCL Property Services Limited CBCL Rouse Australia Pty Ltd CBCL Subholdings Australia Ltd CBFC Limited CBFC Leasing Pty Limited CBFC Properties Pty Limited Coll Sparad Ltd Patnership 1 Coll Sparad Ltd Patnership 2 Coll Sparad Ltd Patnership 3 Coll Sparad Ltd Patnership 4 Coll Sparad Ltd Patnership 5 Coll Sparad Ltd Patnership 6 -4-  Coll Sparad Ltd Patnership 7 Collateral Leasing Pty Ltd Senbary Pty Limited Commonwealth Securities Ltd Share Direst Nominees Pty Ltd Comsec Nominees Pty Ltd Chullora Equity Inv (No 1) PL Chullora Equity Inv (No 2) PL Chullora Equity Inv (No 3) PL Commonwealth Insurance Ltd Commonwealth Investments PL Hazelwood Investment Co PL Commonwealth Investments NZ PL CFS PROPERTY LTD Darontin Pty Limited Fleet Care Services Pty Ltd Infravest (No 1) Limited Infravest (No 2) Limited Perpetual Stock Pty Limited Retail Investor Pty Limited Sparad (No 26) Pty Limited Sparad (No 27) Pty Limited Sparad (No 30) Pty Limited Sparad (No 28) Pty Limited Sparad (No 31) Pty Limited CISL (Hazelwood) Pty Limited Cwealth Investment Service Ltd Cwealth Managed Investment Ltd Cwealth Custodial Services Ltd Cwealth Custodial Services NZ Commonwealth Life Limited CIF (Hazelwood) Pty Ltd CLL Investments Limited Cwealth Funds Management Ltd CFM (ADF) Limited CFML Nominees Pty Limited ASB Group Limited ASB Bank Limited ASB Finance Limited ASB Management Services Ltd ASB Properties Limited ASB Superannuation Nominees ASB GROUP (LIFE) LTD Sovereign Limited CMLA NZ Branch STAT 6 CBA Asia Limited -5-  CBA London CBA (Delaware) Finance Inc Central Real Estate Holdings Wilshire 10880 Corporation Wilshire 10960 Corporation SBV Asia Limited Colonial Limited Colonial Employee Share Plan Colonial Finance (Aust) Ltd ACN 002 680 471 Pty Ltd CST Securitisation Mgt Ltd Colonial State Residual (No 1) Colonial State Residual (No 2) SBNSW (Delaware) Inc Wezen Pty Limited State Nominees Limited Lazarose Pty Limited Colonial Int Factors Pty Ltd Colonial Trade Services (HK) SBT Properties Pty Limited P and B Properties Pty Ltd Gold Star Mortgage Mgt PL Keystone Financial Service Ltd ACN 080 159 762 Pty Ltd ACN 080 182 163 Pty Ltd ACN 080 182 529 Pty Ltd ACN 080 182 618 Pty Ltd ACN 080 182 878 Pty Ltd ACN 080 183 071 Pty Ltd ACN 090 916 813 Pty Ltd ACN 090 916 831 Pty Ltd ACN 090 916 840 Pty Ltd SBSBS Pty Ltd Vanoti Pty Ltd Colonial Holding Co Pty Ltd Colonial Finance Ltd Colonial Asset Finance Pty Ltd Colonial Investments Holding COLONIAL SERVICES Colonial Holding Co No2 Pt Ltd Colonial Protection Insurance Colonial Promotions Pty Ltd Colonial Financial Management COLONIAL INTERNATIONAL HOLDING Colonial (UK) Trustees Ltd Colonial Finance (UK) Ltd -6-  Col UK Staff Pens Trustee Ltd Col Holding (Thailand) Co Ltd Ayudhya CMG Life Assurance PLC CMG Asia Trustee Company Ltd CMG Asia P&R Ltd REFER CB456 PT Astra CMG Life CMG Asia Phillipines Holding L CMG Life Insurance Co Inc CMG Plans Inc CMG Health Co Inc Colonial Fiji Life Ltd Colonial Health Care Fiji Ltd Col First State Invest Fiji Lt Colonial Services (Fiji) Ltd National Bank of Fiji Ltd Jacques Martin Pty Ltd Jacques Martin NZ Ltd Super Trustees of NZ Ltd ACN 004 929 962 Pty Ltd CC Group Holdings Pty Ltd CC Hampton Ltd ACN 007 255 521 Pty Ltd Jacques Ind Funds Adm Pty Ltd JMIFA Super Partners Pty Ltd Super Partners Pty Ltd Industry Funds Admin Pty Ltd Auz-Com Technologies Pty Ltd Jacques Admin & Consul Pty Ltd Ind Funds Credit Control Pty L CM Somerton Pty Ltd PERSONALISED PLANNING PTY LTD ACN 008 521 579 (SALAS Nom) Col Mutual Super Pty Ltd Bennelong Centre Pty Ltd Col PCA Holding Pty Ltd Col Ass Co of Aus & NZ Pty Ltd Aetna Properties Ltd Southcap Pty Ltd Colonial PCA Pty Ltd Eon CMG Life Ass Berhand Col Mutual Deposit Serv Ltd ACN 000 252 488 Pty Ltd China Life - CMG Life Ass Co Bao Minh CMG Life Ins Co Ltd Colonial Tasman Pty Ltd Colonial Holding Co NZ Ltd -7-  Colonial Super (NZ) Ltd Col Trustee Services (NZ) Ltd Colonial Franchise Service Ltd Colonial Services (NZ) Ltd Col First State Invest NZ Ltd Colonial Trustees (NZ) Ltd KIWI PROPERTY MGMT LTD Col Services Corp (NZ) Ltd Colonial Life (NZ) Ltd Colonial LGA Holdings Ltd AFS Support Services Pty Ltd AFS Life Finance Pty Ltd Colonial South Australia Ltd Colonial PCA Services Ltd Colonial Financial Corp Ltd CFS Prop Holdings No 3 Pty Ltd Banner Consultancy Serv Ltd Prevbana Ltd CFS Property Hold No 2 Pty Ltd Col Insurance Serv Pty Lty Colonial Mutual Funds Limited Col Investment Services Ltd CFS Prop Investment Ltd Onslow Properties Pty Ltd Tracker Index Management Ltd Legener (Australia) Pty Ltd Colonial Super Services Ltd Colonial Asset Management Ltd Tactical Global Management Ltd CLGA Staff Super Fund Pty Ltd COL STAT FUNDS MGMT LTD CFS Fund Services Ltd First Custod Services Pty Ltd CFS Property Funds Mgmt Ltd Premier Fin Planning Group Ltd Col Portfolio Services Ltd Col Australia Super Ltd CFS Projects Pty Ltd Colonial Net Ltd CAPITAL 121 PTY LIMITED COMMONWEALTH FIN PLANNING LTD Super & Investment Res Pty Ltd FINANCIAL WISDOM LIMITED Col Staff Aust Super No 2 Ltd Windsor Bartholomew Ser Pty Lt Col PCA Aust Super Ltd -8-  Col PCA Staff Super Ltd Aquashell Pty Ltd Colonial PCA Properties Ltd Col Nominees No3 Fund Pty Ltd Invest Life Ins Co Aus Pty Ltd Continental Assurance Pty Ltd PFM Holdings Pty Ltd Col Invest Co of Aus Pty Ltd COLONIAL FIRST STATE GROUP LTD CFS Investments Limited FS INVEST MGRS (ASIA) LTD FS Investments (Bermuda) Ltd FS INVEST HLDGS(SINGAPORE)LTD CMG FS Singapore FIRST STATE (HK) LLC CMG FS Investments (HK) LTd CMG FS Nominees (HK) Ltd CMG Mahon China Invest Mgr GP CMG Mahon China Invest Mgr Ltd CFS MANAGED PROPERTY LTD (CFT) Col Mutual Prop Group Pty Ltd Col Property Mgt NSW P/L(Close Col Property Mgt VIC P/L(close Col Property Mgt SA P/L(Close) Col Property Mgt QLD P/L(Close CFS Investment Managers NZ Ltd CMG CH China Funds Mgmt Ltd CFS PRIVATE EQUITY LTD ACN 003 311 546 LTD Berhark Pty Ltd FS INVEST (UK HOLDINGS) LTD CFS Investment Mgrs UK Ltd Colonial First State Limited CFS International Assets Ltd CIM Trust Managers Ltd Roodhill Nominees Ltd CFS Fund Managers Ltd Colonial UK Trustees Ltd Stewart Ivory (Holdings) Ltd Stewart Ivory Grp Trustee Ltd Stewart Ivory & Company Ltd Stewart Ivory Nominees Ltd Stewart Ivory & Co (Intl) Ltd Stewart Ivory Unit T Mgrs Ltd Cunningham Stewart Ivory CSI Services UK Ltd -9-  Avanteos Pty Ltd Emerald Holding Co Limited Col Property Mgt WA P/L(Closed CMG CH China Investments Ltd Colonial First State Prop Grp Combank Intl N V RG Casey Building Partnership CBA IT Leasing (UK) Ltd IT Receivables (UK) Ltd HIC Finance Pty Ltd COMSEC TRADING LTD Pay Select Fazen Pty Ltd Fouron Pty Ltd Agal Holdings Pty Ltd Mitsubishi / M No1 Fleet Lease Mitsubishi / M No2 Fleet Lease Victorian Govt Fleet Lease SA Govt Fleet Lease Commonwealth Securities (Japan) PL - In liq CMG Asia Pty Ltd CMG Asia Life Holdings Ltd CMG Asia Ltd LG Inc CBA New Zealand Resource & Investment Fin Ltd PT Bank Commonwealth ASB Holdings Sap Anan CMG Mgmt Advisory Ltd ACAPM HOLDINGS A PTY LTD ACAPM HOLDINGS B PTY LTD ACAPM PTY LTD CFS PROPERTY (NZ) LIMITED SBN NOMINEES CS SECURITISATION TRUST 1 COMMONWEALTH PROPERTY PTY LTD SBNSW PARRAMATTA CHARLES UNIT TRUST CS RESIDUAL FIXED TRUST CS R'DUAL DISCRETIONARY TRUST EUROPEAN BANKING UK CBA NEW YORK FAZEN CONTRA FOURON CONTRA CFS NZ LISTED PROPERTY TRUST -10-  ELCON BURDEKIN INVESTMENTS LIMITED PONTOON PLC CBA MTE RAIL COMPANY PTY LTD MTE LESSOR 1 PTY LIMITED MTE LESSOR 2 PTY LIMITED MTE LESSOR 3 PTY LIMITED MTE LESSOR 4 PTY LIMITED MTE LESSOR 5 PTY LIMITED MTE NOMINEES PARTNER PTY LTD MTE DEBT VEHICLE PTY LTD KIWI INCOME PROPERTIES LTD SE ASIA_INDONESIA COL PROTECTION INSURANCE FAC COLONIAL E COMM LTD FAC COLONIAL AFS SERVICES PTY LTD CFS PROPERTY RETAIL PTY LTD CFS PROPERTY RETAIL TRUST CBA (EUROPE) FINANCE LTD (see also CB444) COL PROTECTION INSURANCE CB418 CBA SINGAPORE USD CB388 QUAY (FUNDING) PLC H-G FUND 5 CUSTODIANS PTY LTD H-G FUND 5 (TRUST) H-G DEV CUSTODIANS P/L H-G DEVELOPMENT TRUST SERIES 1997-1 MEDALLION TRUST SERIES 1998-1 MEDALLION TRUST SERIES 2000-1G MEDALLION TRUST SERIES 2000-2G MEDALLION TRUST SERIES 2001-1G MEDALLION TRUST SERIES 2002-1G MEDALLION TRUST SERIES 1997-1 CATS TRUST SERIES 1998-1 CATS TRUST SERIES 1999-1E CATS TRUST GOLDSTAR TRUST NO 1 NIMITZ NOMINEES PTY LTD COMM FOUNDATION PTY LTD SHIELD LTD Cwealth Securities (Japan) PL CBA SINGAPORE CBA (Europe) Finance Limited (see also CB415) WATERLOO AND VICTORIA LTD CBA HONG KONG USD CBA JAPAN USD CTB AUSTRALIA LTD USD -11-  CBA ASIA LIMITED USD TD WATERHOUSE HLDGS(AUST) P/L TD WATERHOUSE INVESTOR SERV TD WATERHOUSE NOMINEES CFS INVESTMENTS LTD (NZD) SERIES 1999-1 MEDALLION CREDIT LINKED TRUST SERIES 2003-1G MEDALLION TRUST CMG ASIA PENS&RETIREMENT LTD CBA CAPITAL HOLDINGS INC CBA FUNDING HOLDINGS PTY LTD CBA CAPITAL TRUST 1 CBA FUNDING TRUST 1 PT FIRST STATE INVST INDONESIA PREFERRED CAPITAL LIMITED NEWPORT LIMITED COMMFINANCE LIMITED COMMINTERNATIONAL LIMITED COL PROTECTION INS P/L APRA COMMONWEALTH INS LTD APRA ALTONA V6 PTY LIMITED VERY FAST TURBINES PTY LTD PADANG PTY LTD(ACN106 099 496) M-LAND PTY LTD(ACN 106 099 923 GT FUNDING NO1 P/L(REFER CB478 GT OPERATINGNO1P/L(REFER CB479 BROADCASTING INFRASTUCTURE PL PIF MANAGED PROPERTY PTY LTD PERLS 2 TRUST MEDALLION TRUST SERIES 2003-2 GT FUNDING NO 1 PTY LTD GT OPERATING NO. 1 PTY LTD SEAHORSE INVESTMENTS UK LTD SENATOR HOUSE INVESTMENTS (UK) WATERMARK LIMITED NEPTUNE TRUST LIGHTNING RIDGE S.A MEDALLION TRUST SERIES 2004-1G LOFT NO 1 PTY LTD LOFT NO 2 PTY LTD FRINGE PTY LTD RELIANCE ACHIEVER PTY LTD(RAPL Reliance Achiever Partnership LILY PTY LTD PAVILLION LIMITED SHANGHAI WOFE NEWHAM INVESTMENT COMPANY LTD -12-  FIRST STATE INV (CAYMAN) LTD ASB CAPITAL NO2 LIMITED COMMCAPITAL S.a.r.l NEWCASTLE INVESTMENT CO LTD NORTH STAFFS INVESTMENT CO LTD SYMETRY LIMITED GREENWOOD LENDNING PTY LIMITED AOT AUSTRALIA PTY LTD AOT SECURITIES PTY LTD Broadcasting Infrastructure Assets Partnership - Foxtel Partnership INC SUBDIVISIONAL GROUP ELIMS INT SUBDIV CMLA GRP CONS INTERNAL IBS GBL FIN PROD CONS INT CFS INV (NZ) LTD GRP CONS INTERNAL ASB HOLDINGS GROUP INT CFS PROP IIS GRP CONS INT COMSEC GRP CONS INT AUST IB & IB SUBS CONS INT AUST CBAIF GRP CONS INT FRM COLONIAL GRP CONS INT FRM CHCPL GRP CONS INT O/S IFS CHCPL GRP CONS INTERNAL GRP COL HLDS COY CONS INT O/S IFS CHCPL GRP CONS INT O/S ASB CMLA GRP CONS INT CFS PROP CMLA GRP CONS INTERNAL CIHL & CIHL SUBS CONS INTERNAL IIS CONSOLIDATIONS FRM AND CMLA CONSOL ADJ FRM AND COL LIMITED CONSOL ADJ FRM AND GROUP CONSOL ADJ FRM AND CHCPL CONSOL ADJ GRP AND COL LIMITED CONSOL ADJ IFS AND GRP CONSOL ADJUST CORP FIN AND GRP CONSOL ADJUST CFS CONSOLIDATED ADJUSTMENTS GRP CONSOLIDATION ADJUSTMENTS CIHL Shareholder Fund Pty Ltd SF1NPAnnuities-Super SEA SF1NPAnnuities-Super SH SF1NPANNUITIES-SUPER SH CLL Shareholder Fund Pty Ltd CMLA Shareholder Fund Pty Ltd SF1TradPar - Super VPST SF1TradPar - Super SH SF1TradNonPar - Super VPST -13-  SF1TradNonPar - Super SH SF1LumpSumRisk - Super SH SF1GroupRisk - Super SH SF1Master Risk - Super SH SF1InvAcctPar - Super VPST SF1InvAcctPar - Super SH SF1InvAcctNonPar - Super VPST SF1InvAccNonPar - Super SH SF1Shareholder - Super SH SF1SUPER-RISK-LUMPSUM SH(CLL) SF1SUPER-RISK-GROUP SH(CLL) SF1SUPER-RISK SH(CLL) NZ Stat Fund Main NZ Stat Fund FIP NZ Stat Fund LifeLink SF1LUnitLinked(PH) - Ord POL SF1LUnitLinked(PH) - Ord SH SF1LShareholder - Ord SH SF1LORD-INVESTLINK UL POL(CLL) SF1LORD-INVESTLINK UL SH(CLL) SF1LSHAREHOLDER-ORD SH(CLL) SF2LUL(PH)ExcEasyOpt-SuperVPST SF2LUL(PH)EasyOpt - Super VPST SF2LUL(PH) - Super SH SF2LShareholder - Super SH SF2LSUPER-INVLINKULSUPER VPST SF2L(PH)-SUPER SH(CLL) SF3ParAnnuities - Ord SEA SF3ParAnnuities - Ord SH SF3ParAnnuities - Super SEA SF3ParAnnuities - Super SH SF3NonParAnnuities - Ord SEA SF3NonParAnnuities - Ord SH SF3NonParAnnuities - Super SEA SF3NonParAnnuities - Super SH SF3InvestAccPar - Super SEA SF3InvestAccPar - Super SH SF3InvestAccNonPar - Super SEA SF3InvestAccNonPar - Super SH SF3Shareholder - Ord SH SF3Shareholder - Super SH SF3SUPER-IMANN NPANN SEA(CLL) SF3SUPER-IMANNUITIES SH(CLL) SF3Super-ImAnnNPAnn SH(CLL) SF4UL(PH)ExclEasyOpt-Super SEA SF4UL(PH)EasyOpt - Super SEA -14-  SF4UL(PH) - Super SH SF4Shareholder - Super SH SF4SUPER-INVLINKULALLPEN SEA SF4(PH)-SUPER SH(CLL) SF5TradPar - Ord POL SF5TradPar - Ord SH SF5TradNonPar - Ord POL SF5TradNonPar - Ord SH SF5LumpSumRisk - Ord SH SF5DisabilityIncome - Ord SH SF5GroupRisk - Ord SH SF5Master Risk - Ord SH SF5InvAcctPar - Ord POL SF5InvestAccPar - Ord SH SF5InvestAccNonPar - Ord POL SF5InvestAccNonPar - Ord SH SF5Shareholder - Ord SH SF5ORD-RISK-LUMPSUM SH(CLL) SF5ORD-RISK_TELEMARKETING(CLL) SF5ORD-RISK-GROUP SH(CLL) SF5ORD-RISK-SH(CLL) CMF1 Super CMF1 ADF CMF1 PENSION CMF2 CPSL INV AERF NZ - Master Super Scheme NZ - Selective Retirement Plan NZ Pru Super Portfolio Trust NZ Pru Super Portf Trust SRP UNCONFIRM MMBER COL SHRE TRUST CSRF(COL SUPER RETIREMENT FUND SUPERTRACE CBADF SBSADF CLSMT CLPSF ACN 080 182 761 Pty Ltd Allco Leasing Participation No 68 ANL Charterparty Partnership No 3 APRC AUST Trust No 1 APRC AUST Trust No 2 APRC Aust Trust No 4 Avanteos Broking Services P/L Avanteos Investments Ltd -15-  Avanteos P/L Camooweal Participation No 1 CBA Mitsubishi Motors Australia Ltd Leveraged Lease P/ship (No. 1) CBA Toyota Leveraged Lease Partnership No 1 CCC Commercial Pty Limited CC Holdings No 2 Pty Limited CC Holdings No.2 Trust CC No 2 Pty Limited CFCL International Share Fund - 100% VPST owned CFS Seeding Trust Chullora Equity Investment Partnership Commonwealth Bank Vodafone Leveraged Lease No1 Partnership Commonwealth Life Australian Active 0-3 Year Maturities Bond Fund Commonwealth Lifetime Australian Active Share Fund Commonwealth Lifetime Australian Savings Option Fund Commonwealth Lifetime Australian Share Index Fund Green Line Nominees Pty Ltd Long Point Funding Pty Ltd Mason Street Holdings (No 2) Pty Ltd Mason Street No 2 Unit Trust Mason Street Holdings Pty Limited Mason Street Holdings Trust Mitisubishi Motor Vehicle Fleet Lease Facility No.2 Partnership Mitisubishi Motor Vehicle Fleet Lease Partnership MTE Leasing Partnership NEG Bayside Franchise Lease Partnership NEG Swanston Franchise Lease Partnership Pindar Funding Pty Limited Pont Nominees Pty Ltd Pont Securities Nominees No 2 Pty Ltd SA Govt Motor Vehicle Fleet List Security Trust Samsung Hull No 1268 Lease Partnership South Australian Government Motor Vehicle Fleet Partnership TAA (Comm) Leveraged Lease Partnership 1985 TAA Colonial Shareholder Trust Taylored Super Solutions Pty Ltd TB Staff Superannuation Fund Pty Ltd TD Waterhouse Pty Ltd Theoric Partnership Viracocha (Australia) P/L PRICOA Red Rocks Holding Co Pty Ltd PRICOA Red Rocks Company Pty Ltd PRICOA Green Cape Holding Co Pty Ltd PRICOA Green Cape Company Pty Ltd Lindfield Trading Pty Limited Rose Bay Trading Pty Limited -16-  Asia Pacific Receivables Corporation Ltd Colonial Foundation Ltd Colonial Share Plan Trust Derogst P/L (IN LIQ) Hotel Holdings & Services Pty Limited Kingston LLP1 Partnership Prime Investments Entity Ltd Series 2003 - 1SME Medallion Credit Linked Trust Sparad (No 25) Pty Limited Colonial First State Rollover & Superannuation Fund Colonial First State Pooled Superannuation Trust Colonial First State - FirstChoice Superannuation Trust CFM - Pooled Superannuation Trusts Australian Eligible Rolloer Fund Colonial Masterfund Approved Deposit Fund Colonial MasterFund Superannuation Fund Colonial Super Retirement Fund Supertrace Eligible Rollover Fund CFM Retirement Fund Commonwealth Bank Approved Deposit Fund Commonwealth Life Personal Superannuation Fund Commonwealth Life Superannuation Mastertrust Officers' Superannuation Fund State Bank Supersafe Approved Deposit Fund Colonial First State - FirstChoice Investments - Australian Boutique Shares Blended Colonial First State - FirstChoice Investments - Australian Share Fund Number 1 Colonial First State - FirstChoice Investments - Australian Share Fund Number 10 Colonial First State - FirstChoice Investments - Australian Share Fund Number 12 Colonial First State - FirstChoice Investments - Australian Share Fund Number 13 Colonial First State - FirstChoice Investments - Australian Share Fund Number 15 Colonial First State - FirstChoice Investments - Australian Share Fund Number 17 Colonial First State - FirstChoice Investments - Australian Share Fund Number 2 Colonial First State - FirstChoice Investments - Australian Share Fund Number 3 Colonial First State - FirstChoice Investments - Australian Share Fund Number 4 Colonial First State - FirstChoice Investments - Australian Share Fund Number 5 Colonial First State - FirstChoice Investments - Australian Share Fund Number 6 Colonial First State - FirstChoice Investments - Australian Share Fund Number 7 Colonial First State - FirstChoice Investments - Australian Share Fund Number 8 Colonial First State - FirstChoice Investments - Australian Share Fund Number 9 Colonial First State - FirstChoice Investments - Australian Shares Blended Colonial First State - FirstChoice Investments - Cash Colonial First State - FirstChoice Investments - Conservative Blended Colonial First State - FirstChoice Investments - Conservative Fund Number 1 Colonial First State - FirstChoice 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Global Share Fund Number 7 Colonial First State - FirstChoice Investments - Global Shares Blended Colonial First State - FirstChoice Investments - Growth Blended Colonial First State - FirstChoice Investments - Growth Fund Number 1 Colonial First State - FirstChoice Investments - Growth Fund Number 2 Colonial First State - FirstChoice Investments - Growth Fund Number 3 Colonial First State - FirstChoice Investments - Growth Fund Number 4 Colonial First State - FirstChoice Investments - High Growth Blended Colonial First State - FirstChoice Investments - High Growth Fund Number 2 Colonial First State - FirstChoice Investments - International Fixed Interest Fund 4 Colonial First State - FirstChoice Investments - Moderate Blended Colonial First State - FirstChoice Investments - Moderate Fund Number 1 Colonial First State - FirstChoice Investments - Moderate Fund Number 2 Colonial First State - FirstChoice Investments - Moderate Fund Number 3 Colonial First State - FirstChoice Investments - Property Securities Blended Colonial First State - FirstChoice Investments - Property Securities Fund Number 1 Colonial First State - FirstChoice Investments - Property Securities Fund Number 2 Colonial First State - FirstChoice Investments - Property Securities Fund Number 3 Colonial First State - FirstChoice Investments - Small Companies Blended Colonial First State - FirstChoice Investments - Specialist Fund 8 Colonial First State - FirstChoice Investments - Specialist Fund Number 1 Colonial First State - FirstChoice Investments - Specialist Fund Number 2 Colonial First State - FirstChoice Investments - Specialist Fund Number 4 Colonial First State - FirstChoice Investments - Australian Share Fund 14 Colonial First State - FirstChoice Investments - Global Share Fund 11 Colonial First State - FirstChoice Investments - Small Companies Fund 4 Colonial First State - FirstChoice Investments - Specialist Fund 8 Colonial First State - FirstChoice Investments - Australian Share Fund 16 Colonial First State - FirstChoice Investments - Global Share Fund 12 Colonial First State - FirstChoice Investments - High Growth Fund Number 1 Colonial First State - FirstChoice Investments - International Fixed Interest Fund 4 Colonial First State - FirstChoice Investments - Small Companies Fund 5 Colonial First State - FirstChoice Investments - Specialist Fund 5 Colonial First State - FirstChoice Investments - Specialist Fund 6 Colonial First State - FirstChoice Investments - Specialist Fund 7 Colonial First State - FirstChoice Investments - Fixed Interest Fund 12 -18-  Colonial First State - FirstChoice Investments - Fixed Interest Fund 13 Colonial First State - FirstChoice Investments - Global Share Fund 9 Colonial First State - FirstChoice Investments - Global Share Fund 18 Colonial First State - FirstChoice Investments - Small Companies Fund 7 Colonial First State - FirstChoice Investments - Small Companies Fund 8 Colonial First State - FirstChoice Investments - Fixed Interest Fund 14 Colonial First State - FirstChoice Investments - Fixed Interest Fund 15 Colonial First State - FirstChoice Investments - Property Securities Fund 10 Colonial First State - FirstChoice Investments - Specialist Fund 8 Colonial First State - FirstChoice Investments - International Fixed Interest Fund 5 Colonial First State - FirstChoice Investments - Multi Manager Global Property Securities Fund 452 Capital Wholesale Absolute Income Fund Commonwealth Australian Boutique Share Fund 3 Colonial First State 452 Wholesale Australian Share Fund Colonial First State Wholesale 452 Geared Australian Share Fund Colonial First State Wholesale Enhanced Yield Fund Colonial First State Wholesale Enhanced Yield Fixed Interest Component Colonial First State Wholesale PM Capital Australian Share Fund Commonwealth Australian Boutique Share Fund 1 Commonwealth Australian Boutique Share Fund 3 Commonwealth Australian Boutique Share Fund 4 Commonwealth Australian Boutique Shares Blended Commonwealth Australian Share Fund 14 Commonwealth Australian Share Fund 15 Commonwealth Australian Share Fund 16 Commonwealth Australian Share Fund 17 Commonwealth Australian Share Fund 18 Commonwealth Australian Share Fund 19 Commonwealth Australian Share Fund 22 Commonwealth Australian Shares Fund 1 Commonwealth Australian Shares Fund 10 Commonwealth Australian Shares Fund 11 Commonwealth Australian Shares Fund 12 Commonwealth Australian Shares Fund 2 Commonwealth Australian Shares Fund 3 Commonwealth Australian Shares Fund 4 Commonwealth Australian Shares Fund 5 Commonwealth Australian Shares Fund 6 Commonwealth Australian Shares Fund 7 Commonwealth Australian Shares Fund 8 Commonwealth Australian Shares Fund 9 Commonwealth Cash Fund 1 Commonwealth Cash Fund 2 Commonwealth Cash Fund 3 Commonwealth Cash Fund 4 Commonwealth Diversified Fund 1 -19-  Commonwealth Diversified Fund 2 Commonwealth Diversified Fund 3 Commonwealth Diversified Fund 4 Commonwealth Diversified Fund 5 Commonwealth Diversified Fund 6 Commonwealth Diversified Fund 7 Commonwealth Diversified Fund 8 Commonwealth Fixed Interest Fund 1 Commonwealth Fixed Interest Fund 11 Commonwealth Fixed Interest Fund 2 Commonwealth Fixed Interest Fund 3 Commonwealth Fixed Interest Fund 4 Commonwealth Fixed Interest Fund 5 Commonwealth Fixed Interest Fund 6 Commonwealth Fixed Interest Fund 7 Commonwealth Global Share Fund 11 Commonwealth Global Share Fund 12 Commonwealth Global Share Fund 13 Commonwealth Global Shares Fund 1 Commonwealth Global Shares Fund 10 Commonwealth Global Shares Fund 2 Commonwealth Global Shares Fund 3 Commonwealth Global Shares Fund 4 Commonwealth Global Shares Fund 5 Commonwealth Global Shares Fund 6 Commonwealth Global Shares Fund 7 Commonwealth Global Shares Fund 8 Commonwealth Global Shares Fund 9 Commonwealth International Fixed Interest Fund 1 Commonwealth International Fixed Interest Fund 2 Commonwealth International Fixed Interest Fund 3 Commonwealth Multi-Manager Australian Shares Fund Commonwealth Multi-Manager Conservative Fund Commonwealth Multi-Manager Defensive Fund Commonwealth Multi-Manager Fixed Interest Fund Commonwealth Multi-Manager Global Shares Fund Commonwealth Multi-Manager Growth Fund Commonwealth Multi-Manager High Growth Fund Commonwealth Multi-Manager Moderate Fund Commonwealth Multi-Manager Property Securities Fund Commonwealth Multi-Manager Small Companies Fund Commonwealth Property Fund 1 Commonwealth Property Fund 2 Commonwealth Property Fund 3 Commonwealth Property Fund 4 Commonwealth Property Fund 5 -20-  Commonwealth Property Fund 6 Commonwealth Property Securities Fund 8 Commonwealth Small Companies Fund 1 Commonwealth Small Companies Fund 2 Commonwealth Small Companies Fund 3 Commonwealth Specialist Fund 5 Commonwealth Specialist Fund 4 Commonwealth Fixed Interest Fund 13 Commonwealth Global Share Fund 9 Commonwealth Small Companies Fund 7 Commonwealth Small Companies Fund 8 Commonwealth Fixed Interest Fund 14 Commonwealth Fixed Interest Fund 15 Commonwealth Property Securities Fund 10 Commonwealth Specialist Fund 8 Commonwealth International Fixed Interest Fund 5 Commonwealth Australian Share Fund 22 Commonwealth Global Share Fund 14 Commonwealth Global Share Fund 15 Commonwealth Global Share Fund 16 Commonwealth Global Share Fund 17 Commonwealth Global Share Fund 18 Commonwealth Multi Manager Global Property Securities Fund Commonwealth Global Property Securities Fund 1 Commonwealth Emerging Markets Fund 1 Colonial First State Australian Share Fund Colonial First State Balanced Fund Colonial First State Cash Fund Colonial First State Conservative Fund Colonial First State Developing Companies Fund Colonial First State Diversified Fund Colonial First State Future Leaders Fund Colonial First State Geared Global Share Fund Colonial First State Geared Share Fund Colonial First State Global Health & Biotechnology Fund Colonial First State Global Resources Fund Colonial First State Global Share Fund Colonial First State Global Technology & Communications Fund Colonial First State High Growth Fund Colonial First State Imputation Fund Colonial First State Income Fund - Entry Fee Option Colonial First State Premier CMT Colonial First State Property Securities Fund Colonial First State Australian Share Fund - Nil Entry Fee Option Colonial First State Balanced Fund - Nil Entry Fee Option Colonial First State Cash Fund - Nil Entry Fee Option -21-  Colonial First State Conservative Fund - Nil Entry Fee Option Colonial First State Developing Companies Fund - Nil Entry Fee Option Colonial First State Diversified Fund - Nil Entry Fee Option Colonial First State Future Leaders Fund - Nil Entry Fee Option Colonial First State Geared Global Share Fund - Nil Entry Fee Option Colonial First State Geared Share Fund - Nil Entry Fee Option Colonial First State Global Health & Biotechnology Fund - Nil Entry Fee Option Colonial First State Global Resources Fund - Nil Entry Fee Option Colonial First State Global Share Fund - Nil Entry Fee Option Colonial First State Global Technology & Communications Fund - Nil Entry Fee Option Colonial First State High Growth Fund - Nil Entry Fee Option Colonial First State Imputation Fund - Nil Entry Fee Option Colonial First State Income Fund - Nil Entry Fee Option Colonial First State Property Securities Fund - Nil Entry Fee Option Colonial First State Wholesale Capital Secure Fund Colonial First State Wholesale Global Bond Fund Colonial First State Wholesale International High Yield Fund Colonial First State Wholesale Americas Share Fund Colonial First State Wholesale Asian Share Fund Colonial First State Wholesale Japanese Share Fund Colonial First State Wholesale Pan-European Share Fund Colonial First State Wholesale World Equities Fund Colonial First State World Equities TAA Fund Colonial First State Wholesale Geared Global Fund Colonial First State Wholesale Australian Bond Fund Colonial First State Wholesale Australian Corporate Debt Fund Colonial First State Wholesale Australian Share Fund Colonial First State Wholesale Balanced Fund Colonial First State Wholesale Cash Fund Colonial First State Wholesale Conservative Fund Colonial First State Wholesale Conservative Growth Fund Colonial First State Wholesale Diversified Fixed Interest Fund Colonial First State Wholesale Diversified Fund Colonial First State Wholesale Geared Share Fund Colonial First State Wholesale Global Health & Biotechnology Fund Colonial First State Wholesale Global Resources Fund Colonial First State Wholesale Global Share Fund Colonial First State Wholesale Global Technology & Communications Fund Colonial First State Wholesale High Growth Fund Colonial First State Wholesale High Yield Fund Colonial First State Wholesale Imputation Fund Colonial First State Wholesale Income Fund Colonial First State Wholesale Industrial Share Fund Colonial First State Wholesale Leaders Fund Colonial First State Wholesale Property Securities Fund Colonial First State Wholesale Sector Neutral Fund -22-  Colonial First State Wholesale Short Term Australian Bond Fund Commonwealth Asia Pacific Share Fund Colonial First State Wholesale Australian Share Fund - Core Colonial First State Wholesale Global Corporate Debt Enhanced Fund Colonial First State Wholesale Global Corporate Debt Fund Colonial First State Wholesale Indexed Australian Bond Fund Colonial First State Wholesale Indexed Australian Share Fund Colonial First State Wholesale Indexed Global Bond Fund Colonial First State Wholesale Indexed Global Share Fund Colonial First State Wholesale Indexed Property Securities Fund Colonial First State Wholesale Low Tracking Error Australian Share Fund - Core Colonial First State Wholesale Premium Cash Enhanced Fund Colonial First State Wholesale Premium Cash Fund Colonial First State Wholesale Small Companies Fund - Core Commonwealth Airports Fund Commonwealth Infrastructure and Utilities Fund Commonwealth Premium International Equity Funds Commonwealth Tracker Enhanced Colonial First State Global Diversified Strategies Fund Colonial First State Wholesale Fixed Interest Strategies Fund Colonial First State Wholesale Fixed Interest Strategies Fund 2 (No 2) Colonial First State Wholesale Global Diversified Strategies Fund Colonial First State Wholesale Long Short Share Strategies Fund Colonial First State Wholesale Long Short Share Strategies Fund (No 2) Colonial First State Wholesale Relative Value Share Strategies Fund Colonial First State Wholesale Relative Value Share Strategies Fund (No 2) Colonial First State Wholesale Tactical Strategies Fund Colonial First State Wholesale Tactical Strategies Fund 2 (No 2) Storm Financial Australian Industrials Index Group Storm Financial Australian Resources Index Fund Storm Financial Australian Sharemarket Index Fund Storm Financial Australian Technology Index Fund Colonial First State Infrastructure Finance Fund 2001 Colonial First State Infrastructure Investment Fund 2001 Commonwealth Diversified Share Fund Commonwealth Lifetime Australian Active 0-5 yr Maturities Bond Fund Commonwealth Lifetime Australian Index-Linked Bond Fund Colonial First State Mortgage Backed Securities Fund Colonial First State Wholesale Internal Mortgage Fund CFS Diversified Balanced Fund Colonial First State Bricks & Mortar Fund Colonial First State Cash Management Trust Colonial First State Diversified Private Equity Fund Colonial First State Wholesale 452 Australian Share Fund Colonial First State Wholesale Global Emerging Markets Fund Colonial First State Wholesale Guaranteed Mortgage Fund -23-  Colonial First State Wholesale Infrastructure Income Fund Count First Australian Share Fund HIH Fund CFCL Market Linked Australian Industrial Share (Superannuation) Fund CFCL Non Market Linked Australian Industrial Share Fund CFCL North Terrace Finance Fund No.1 CFCL North Terrace Finance Fund No.2 CFCL Property Securities (Superannuation) Fund CFCL Structured Investment Fund Milberry Trust Riccarton Mall Trust Southbank Trust Victoria Ave Trust - Terminated 7/4/03 CFCL Global Resources Fund CFCL International Resources Fund CFCL Statutory Fund Options Trust CMLA Global Resources Fund CMLA International Share Fund CMLA Market Linked Australian Share Fund CMLA Non Market Linkted Australian Industrial Share Fund CMLA Statutory Fund Options Trust Colonial Annuity Mortgage Trust Colonial Mortgage Trust Statutory Annuity Investments Fund Statutory Cash Fund Statutory Fixed Interest Fund Commonwealth Property Securities Fund Commonwealth Australian Shares Fund Commonwealth International Shares Fund Commonwealth Balanced Fund Commonwealth Bond Fund Commonwealth Share Income Fund Commonwealth Income Fund Commonwealth Growth Fund Commonwealth Cash Management Trust Commonwealth Div Share Fd CPIF Head Trust C1 Trust Spring Trust Allara Trust York Trust Hunter Trust Alexandria Trust I1 Trust Altona Trust 210 Bannister Trust -24-  R1 Trust Salamander Trust Midland Trust Grosvenor Place Trust Beenleigh partnership PTAL ATF R1 Trust and CBOSC (Caringbah partnership) PTAL ATF Midland Trust and CBOSC (Midland partnership) Hunter Street partnership Queen Street partnership Grosvenor Place Trust Colonial First State Wholesale Diversified Property Fund I2 Trust Ingle Farm Trust Commonwealth International Real Estate Trust Commonwealth Property Hotel Fund CPHF Investment Fund CPHF Investment Fund No 2 CPOF Head Trust 120 Pitt Street Trust 175 Pitt Street Trust 259 George Street Trust 385 Bourke Street Trust 100 King William St Trust Burwood Trust Finlay Crisp Trust Parliament Place Trust Ord Street Trust Colin Street Trust 475 Victoria Avenue Trust Freshwater Office Trust No. 1 Freshwater Holding Trust No 1 Australand Stage 3A partner trust CFCL Property Trust No. 1 AAP Centre 259 George St Partnership 475 Victoria Avenue Partnership King Street Wharf Partnership- Australand stage 3A partner trust & Multiplex stage 3A Landowning Trust Freshwater Holding No 1 Pty Ltd CFM Property Fund Westpac Plaza Partnership Grosvenor Place Partnership Grosvenor Place Pty Ltd 101 Collins Street Pty Limited CLL Property Trust PPS PPS Partnership (SPPS ps) -25-  PPS Discretionary Trust (SPPS discretionary trust) Kent Street Trust Commonwealth Property Investment Trust Aurora Place Partnership Commonwealth Property Diversified Pool Colonial First State Property Opportunistic Partnership 1 Opportunistic Holding Company Pty Limited Lidcombe Opportunistic Investment Company Point Cook Opportunistic Investment Company Moonee Ponds Land Trust (Site A) Cammeray Opportunistic Investment Company Pty Ltd Moonee Ponds Opportunistic Investment Company Runaway Bay Partnership Rockingham Partnership Colonial First State Retail Property Trust (FME) Colonial First State Retail Property Pty Ltd (Trustee) CFS Special Purpose Investment Vehicle CFS Gandel Retail Trust Colonial Mutual Choice Property Fund No 1 Colonial First State Retail Property Trust Moore Park Trust CC No 1 Trust CC No1 Trust & CC No 2 Trust International Opportunistic Real Estate Fund International Private Equity Real Estate Fund CFSP Asset Management PIF Managed Property Pty Ltd Private Investor Fund 1 Colonial First State Property Opportunistic Partnership 2 Forest Hill Trust -26-