Common use of Manager’s Certificate Clause in Contracts

Manager’s Certificate. The Manager must not issue a direction to the Trustee pursuant to clause 6.1(q) unless the Manager: (a) (Compliance with Securities Laws): is satisfied that any offer for the issue, or any invitation to apply for the issue, of: (i) the Class A-2 Notes and the Class B Notes: A. is an offer of securities for issue, or is an invitation to apply for the issue of securities, which does not need disclosure to investors under Part 6D.2 of Chapter 6 of the Corporations Law; and B. is made pursuant to an exemption from, or is not subject to, the registration requirements of the Securities Act; and (ii) the Class A-1 Notes complies with: A. the Financial Services Act, 1986 (United Kingdom), all regulations made under or in relation to that Act and the Public Offers of Securities Regulations 1995; and B. the Securities Act, all regulations made thereunder and all other laws or regulations of any jurisdiction of the United States of America regulating the offer or the issue of, or the subscription for, the Class A-1 Notes. The Manager on becoming satisfied as to the above matters is entitled to rely conclusively, unless it has actual knowledge to the contrary, on, amongst other things, legal opinions or other advice issued to this effect to it or any representation or undertaking made to this effect in the applicable Dealer Agreement or Underwriting Agreement; (b) (No breach by Relevant Seller of representations): is not actually aware that any representation or warranty made or taken to be made by the Relevant Seller in any Transaction Document in respect of the Series Trust is incorrect in any material respect on the Cut-Off Date as if repeated on that Cut-Off Date with reference to facts and circumstances then subsisting; (c) (Breach of obligations by the Relevant Seller): is not actually aware that the Relevant Seller is in breach in any material respect of any of its obligations under this Deed (unless that breach has been remedied to the satisfaction of the Manager); (d) (Insolvency Event for Relevant Seller): is not actually aware that an Insolvency Event has occurred in relation to the Relevant Seller (unless that event has been remedied to the satisfaction of the Manager); and (e) (Other conditions precedent): is satisfied that such other conditions precedent to the issue of the Notes and the acceptance by the Trustee of the offer contained in the Sale Notice as are specified in the Transaction Documents have been met. -------------------------------------------------------------------------------- 7. Division of Mortgage Loan Rights between the CBA Trust and the Series Trust

Manager’s Certificate. The Manager must not issue a direction to the Trustee pursuant to clause 6.1(q) unless the Manager: (a) (Compliance with Securities LawsCOMPLIANCE WITH SECURITIES LAWS): is satisfied that any offer for the issue, or any invitation to apply for the issue, of: (i) the Class A-2 Notes and the Class B Notes: A. is an offer of securities for issue, or is an invitation to apply for the issue of securities, which does not need disclosure to investors under Part 6D.2 of Chapter 6 of the Corporations LawAct; and B. is made pursuant to an exemption from, or is not subject to, the registration requirements of the Securities Act; and (ii) the Class A-1 Notes complies with: A. the Financial Services and Markets Act, 1986 2000 (United Kingdom), all regulations made under or in relation to that Act and the Public Offers of Securities Regulations 19951995 as amended; and B. the Securities Act, all regulations made thereunder and all other laws or regulations of any jurisdiction of the United States of America regulating the offer or the issue of, or the subscription for, the Class A-1 Notes. The Manager on becoming satisfied as to the above matters is entitled to rely conclusively, unless it has actual knowledge to the contrary, on, amongst other things, legal opinions or other advice issued to this effect to it or any representation or undertaking made to this effect in the applicable Dealer Agreement or Underwriting Agreement; (b) (No breach by Relevant Seller of representationsNO BREACH BY SELLER OF REPRESENTATIONS): is not actually aware that any representation or warranty made or taken to be made by the Relevant a Seller in any Transaction Document in respect of the Series Trust is incorrect in any material respect on the Cut-Off Date as if repeated on that Cut-Off Date with reference to facts and circumstances then subsisting; (c) (Breach of obligations by the Relevant SellerBREACH OF OBLIGATIONS BY SELLER): is not actually aware that the Relevant a Seller is in breach in any material respect of any of its obligations under this Deed (unless that breach has been remedied to the satisfaction of the Manager); (d) (Insolvency Event for Relevant SellerINSOLVENCY EVENT FOR SELLER): is not actually aware that an Insolvency Event has occurred in relation to the Relevant a Seller (unless that event has been remedied to the satisfaction of the Manager); and (e) (Other conditions precedentOTHER CONDITIONS PRECEDENT): is satisfied that such other conditions precedent to the issue of the Notes and the acceptance by the Trustee of the offer contained in the any Sale Notice as are specified in the Transaction Documents have been met. -------------------------------------------------------------------------------- 7. Division of Mortgage Loan Rights between the DIVISION OF MORTGAGE LOAN RIGHTS BETWEEN THE CBA Trust and the Series TrustTRUST AND THE SERIES TRUST

Manager’s Certificate. The Manager must not issue a direction to the Trustee pursuant to clause 6.1(q) unless the Manager: (a) (Compliance with Securities Laws): is satisfied that any offer for the issue, or any invitation to apply for the issue, of: (i) the Class A-2 Notes and the Class B Notes: A. is an offer of securities for issue, or is an invitation to apply for the issue of securities, which does not need disclosure to investors under Part 6D.2 of Chapter 6 of the Corporations LawAct; and B. is made pursuant to an exemption from, or is not subject to, the registration requirements of the Securities Act; and (ii) the Class A-1 Notes complies with: A. the Financial Services and Markets Act, 1986 2000 (United Kingdom), all regulations made under or in relation to that Act and the Public Offers of Securities Regulations 19951995 as amended; and B. the Securities Act, all regulations made thereunder and all other laws or regulations of any jurisdiction of the United States of America regulating the offer or the issue of, or the subscription for, the Class A-1 Notes. The Manager on becoming satisfied as to the above matters is entitled to rely conclusively, unless it has actual knowledge to the contrary, on, amongst other things, legal opinions or other advice issued to this effect to it or any representation or undertaking made to this effect in the applicable Dealer Agreement or Underwriting Agreement; (b) (No breach by Relevant Seller of representations): is not actually aware that any representation or warranty made or taken to be made by the Relevant a Seller in any Transaction Document in respect of the Series Trust is incorrect in any material respect on the Cut-Off Date as if repeated on that Cut-Off Date with reference to facts and circumstances then subsisting; (c) (Breach of obligations by the Relevant Seller): is not actually aware that the Relevant a Seller is in breach in any material respect of any of its obligations under this Deed (unless that breach has been remedied to the satisfaction of the Manager); (d) (Insolvency Event for Relevant Seller): is not actually aware that an Insolvency Event has occurred in relation to the Relevant a Seller (unless that event has been remedied to the satisfaction of the Manager); and (e) (Other conditions precedent): is satisfied that such other conditions precedent to the issue of the Notes and the acceptance by the Trustee of the offer contained in the any Sale Notice as are specified in the Transaction Documents have been met. -------------------------------------------------------------------------------- 7. Division of Mortgage Loan Rights between the CBA Trust and the Series Trust--------------------------------------------------------------------------------