Common use of Conditions of Obligation Clause in Contracts

Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving, offers to purchase the Bonds in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds from the Corporation as contemplated by Section 2.B. hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (i) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, (ii) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus, as applicable. (b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b) and (c) hereof the Dealers shall have received: (1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any Bond, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Prospectus, such Time of Sale Prospectus or as described in such certificate. (2) An opinion, dated as of such times, of the Crown Solicitor for the State of Queensland, substantially to the effect set forth in the form attached hereto as Exhibit E. In rendering such opinion, such counsel may rely on the opinion of Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, as to all matters of United States law and procedure. (3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, the Guarantee, the Registration Statement, the Prospectus and the Amended and Restated Fiscal Agency Agreement and other related matters as the Dealers may reasonably require and to the further effect that: (i) the statements in the Registration Statement and Prospectus under the captions “Description of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” and in the Prospectus Supplement to the basic prospectus under “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution”, insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and counsel for the Dealers at which the contents of the Registration Statement, the Prospectus (including the Prospectus Supplement and, if applicable the Pricing Supplement and any Free Writing Prospectus), were discussed and reviewed; on the basis of the information gained in the performance of such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that (A) any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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, or (C) the Prospectus, as of the date of this Agreement (or, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus Supplement, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefit. In giving their opinion, Xxxxxxxx & Xxxxxxxx may rely on the opinions of the Crown Solicitor as to all matters of Queensland and Australian law. (4) From the Auditor-General of the State of Queensland, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange Limited; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets; or (iv) any downgrading in the rating of any debt securities of the Corporation by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act), which, in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of such Dealer, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds by such Dealer as principal for resale to others, as the case may be, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b) and (c), Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such documentation and opinions, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds to a Dealer as principal may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds to a Dealer as principal, as the case may be, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3.A.(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.

Conditions of Obligation. The obligations obligation of each Dealer to solicit, or of you to act as the Corporation’s agent a Dealer Manager hereunder shall at all times be subject, in receiving, offers to purchase the Bonds in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds from the Corporation as contemplated by Section 2.B. hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein containedyour discretion, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditionsconditions that: (a) All representations, warranties and other statements of the Company contained herein are now, and at all times during the Offer and at the Settlement Date will be, true and correct. (b) The Registration Statement and any post-effective amendment thereto shall have become effective on or prior to the Expiration Date; the Prospectus will have been either (i) No filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act or (ii) included in the Registration Statement; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or any part thereof shall will have been issued under and no proceeding for that purpose will have been initiated or, to the 1933 Act or proceedings therefor initiated or knowledge of the Company, threatened by the Commission; and all requests for additional information on the part of the Commission will have been complied with to your reasonable satisfaction; to the extent required by the Securities Act, all other Offer Material, including, without limitation, the Schedule TO and any Rule 165 Material, shall have been filed within the applicable time period prescribed for such filing under the Securities Act. (c) The Company at all times during the Offer and at the Settlement Date shall have performed in all material respects all of its obligations hereunder theretofore required to have been performed and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct. (d) On each of the Commencement Date and the Settlement Date, Blank Rome LLP, counsel for the Company, shall have furnished to you, as Dealer Managers, its opinions, dated the Commencement Date, or the Settlement Date, as the case may be, in form and substance satisfactory to you, substantially to the effect set forth in Exhibit A-1 hereto. In the event of an amendment of the Offer, such counsel will also furnish you, from time to time, up to the completion of the Offer, any further opinion of counsel as you may reasonably request, in form and substance satisfactory to you, substantially to the effect set forth in Exhibit A-1 hereto. Such counsel may state that, insofar such opinions involve factual matters, they have relied, to the extent they deem proper, on certificates of officers of the Company and certificates of public officials. (e) On each of the Commencement Date and the Expiration Date (delivered by 8:00 p.m. (Eastern time) on the Expiration Date, to be held in escrow pending the expiration of the Offer and the satisfaction or waiver of all conditions to the Offer), Blank Rome LLP, counsel for the Company, shall have furnished to you, as Dealer Managers, its negative assurance letter, dated the Commencement Date, or the Expiration Date, as the case may be, in form and substance satisfactory to you, substantially to the effect set forth in Exhibit A-2 hereto. In the event of an amendment of the Offer, such counsel will also furnish you, from time to time, up to the completion of the Offer, any further negative assurance letters as you may reasonably request, in form and substance satisfactory to you, substantially to the effect set forth in Exhibit A-2 hereto. (f) On each of the Commencement Date and the Settlement Date, Xxxxxx X. Xxxxxx, Executive Vice President, General Counsel and Secretary of the Company, shall have furnished to you, as Dealer Managers, its opinions, dated the Commencement Date, or the Settlement Date, as the case may be, in form and substance satisfactory to you, substantially to the effect set forth in Exhibit A-3 hereto. In the event of an amendment of the Offer, such counsel will also furnish you, from time to time, up to the completion of the Offer, any further opinion of counsel as you may reasonably request, in form and substance satisfactory to you, substantially to the effect set forth in Exhibit A-3 hereto. Such counsel may state that, insofar such opinions involve factual matters, he has relied, to the extent he deems proper, on certificates of officers of the Company and certificates of public officials. (g) You shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Dealer Managers, such opinions, dated as of the Commencement Date and the Settlement Date, with respect to such matters as you may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In the event of an amendment of the Offer, such counsel will also furnish you, from time to time, up to the completion of the Offer, any further opinion of counsel as you may reasonably request. You shall also have received from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Dealer Managers, such negative assurance letter, dated as of the Commencement Date and the Expiration Date (and delivered by 8:00 p.m. (Eastern time) on the Expiration Date, to be held in escrow pending the expiration of the Offer and the satisfaction or waiver of all conditions to the Offer), with respect to such matters as you may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to deliver such letter. In the event of an amendment of the Offer, such counsel will also furnish you, from time to time, up to the completion of the Offer, any further negative assurance letters of counsel as you may reasonably request. (h) You shall have received (i) a letter, dated as of the Commencement Date, of Deloitte & Touche (“D&T”) confirming that they are a registered public accounting firm and independent registered public accountants as required by the Securities Act, and in form and substance satisfactory to you, substantially to the effect set forth in Exhibit B hereto and (ii) no Dealer shall have been advised a letter, dated the Expiration Date (and delivered by 8:00 p.m. (Eastern time) on the Expiration Date, to be held in escrow pending the expiration of the Offer and the satisfaction or waiver of all conditions to the Offer), of D&T confirming that they are a registered public accounting firm and independent registered public accountants as required by the Corporation that the Registration StatementSecurities Act, the Time of Sale Prospectus or the Prospectusand in form and substance satisfactory to you, or any amendment or supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii) subsequent substantially to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as effect set forth in or contemplated by Exhibit B hereto, except that such letter will also confirm that D&T has performed the Time procedures for the three and nine-month periods ended September 30, 2009 and 2008 that are customarily included in accountants’ comfort letters, including a SAS No. 100 review of Sale Prospectus or the Prospectussuch interim financial information, as applicableand containing such other customary changes to reflect a different “cutoff date”. (bi) At On each of the Closing TimeCommencement Date, the Expiration Date and at such other times specified in and subject to the provisions of Section 6.A.(b) and (c) hereof the Dealers Settlement Date, you shall have received: (1) A certificate or received certificates, dated as of such timesdate, signed by the Chairman, Chief Executive or Acting Chief Executive in respect of an executive officer of the Corporation and by the Under Treasurer or Acting Under Treasurer Company with specific knowledge of the State of Queensland in respect of the GuarantorCompany’s financial affairs, in which such persons, officer shall state that to the best of their knowledge his or her knowledge, after reasonable investigation, shall state that : (i) the representations and warranties of the Corporation and the Guarantor Company in this Agreement are true and correct, that correct at and as of such dates; (ii) the Corporation and the Guarantor have Company has complied in all material respects with all agreements and satisfied all conditions on their its part to be performed or satisfied hereunder at or prior to such time, date; (iii) that the matters set forth in subsection (b) of this Section 7 shall be true and correct; (iv) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or, to his or her knowledge, are contemplated by the Commission Commission; and that, (v) subsequent to the respective dates as date of which information is given the most recent financial statements contained, or incorporated by reference, in the Registration StatementPreliminary Prospectus and the Prospectus, as amended or supplemented at the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any BondExpiration Date, there has been no not occurred any material adverse change change, or any development or event involving a prospective material adverse change, in or affecting the condition (financial positionor otherwise), results of operationoperations, business affairs business, properties or business prospects of the Corporation or the financialCompany and its subsidiaries, political or economic conditions of the Government of Queensland taken as a whole, except as set forth in or contemplated by the Prospectus, such Time of Sale Registration Statement and the Prospectus or as described in such certificate. (2j) An opinion, dated as of such times, of the Crown Solicitor for the State of Queensland, substantially to the effect set forth in the form attached hereto as Exhibit E. In rendering such opinion, such counsel may rely on the opinion of Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, as to all matters of United States law and procedure. (3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, the Guarantee, the Registration Statement, the Prospectus and the Amended and Restated Fiscal Agency Agreement and other related matters as the Dealers may reasonably require and to the further effect that: There shall have been (i) the statements in the Registration Statement and Prospectus under the captions “Description of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” and in the Prospectus Supplement to the basic prospectus under “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution”, insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and counsel for the Dealers at which the contents of the Registration Statement, the Prospectus (including the Prospectus Supplement and, if applicable the Pricing Supplement and any Free Writing Prospectus), were discussed and reviewed; on the basis of the information gained in the performance of such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that (A) any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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, or (C) the Prospectus, as of the date of this Agreement (or, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus Supplement, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefit. In giving their opinion, Xxxxxxxx & Xxxxxxxx may rely on the opinions of the Crown Solicitor as to all matters of Queensland and Australian law. (4) From the Auditor-General of the State of Queensland, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange Limited; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets; or (iv) any no downgrading in the rating of any accorded the Company’s debt (including convertible debt) securities of the Corporation or preferred stock by any “nationally recognized statistical rating organization,” (as that term is defined by the Commission for purposes of Rule 436(g436(g)(2) under the 1933 Securities Act), whichand (ii) no such organization shall have publicly announced that it has under surveillance or review, in the case with possible negative implications, its rating of any of the events described in clauses Company’s debt (ior convertible debt) through securities or preferred stock. (ivk) aboveNo action shall have been taken and no statute, individually rule, regulation or in order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would prevent the aggregate, in the sole judgment of such Dealer, makes it impracticable making or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase Offer, the issuance of Bonds by such the New Notes pursuant to the Offer, or prevent the Dealer as principal for resale Managers from rendering services pursuant to othersthis Agreement or continuing so to act, as the case may be; and no injunction or order of any federal, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended state or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b) and (c), Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such documentation and opinions, foreign court shall have been furnished with such documents and opinions as they may reasonably require for issued that would prevent the purpose making or consummation of enabling them to pass upon the Offer or the issuance and sale of the Bonds as herein contemplated and related proceedingsNew Notes, or in order prevent the Dealer Managers from rendering services pursuant to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds or continuing so to a Dealer as principal may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds to a Dealer as principalact, as the case may be, . (l) You shall have received all counterpart originals or certified or other copies of the Consent under the Company’s U.S. Credit Agreement (as defined in the Preliminary Prospectus and such termination shall be without liability the Prospectus). (m) As of any party to any other party, except that the covenants set forth in Section 3.A.(d) hereofSettlement Date, the provisions Conversion Shares shall have been approved for listing on the NYSE, subject only to notice of Section 4 hereofissuance at or prior to the time of issuance. (n) The Company shall have furnished to you such further certificates and documents confirming the representations and warranties, the indemnity covenants and contribution agreement set forth in Sections 7 conditions contained herein and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effectrelated matters as you may reasonably have requested.

Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving, offers to purchase the Bonds Notes in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds Notes from the Corporation as contemplated by Section 2.B. hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (i1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, ; (ii2) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the BondsNotes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus, as applicable. (b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b) and (c) hereof the Dealers shall have received: (1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive of the Corporation in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any BondNote, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Prospectus, such Time of Sale Prospectus or as described in such certificate. (2) An opinion, dated as of such times, of the Crown Solicitor for the State of Queensland, substantially with respect to the effect set forth in incorporation of the form attached hereto Corporation, the validity of the Notes and the guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as Exhibit E. they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters. In rendering such opinionopinions, such counsel may rely on the opinion of Xxxxxxxx & Xxxxxxxx (or other counsel satisfactory to the Dealers receiving such opinions) as to all matters governed by United States law. (3) An opinion, dated as of such times, of Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, as with respect to all matters of United States law and procedure. (3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, Notes and the Guaranteeguarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus and the Amended and Restated Fiscal Agency Agreement (if applicable) and other related matters as the Dealers they may reasonably require and to the further effect that: (i) the statements in the Registration Statement and Prospectus under the captions “Description of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”require, and “Interest Withholding Tax”) and “Plan of Distribution” and in the Prospectus Supplement to the basic prospectus under “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution”, insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and shall have furnished to such counsel such documents as they request for the Dealers at which the contents purpose of the Registration Statement, the Prospectus (including the Prospectus Supplement and, if applicable the Pricing Supplement and any Free Writing Prospectus), were discussed and reviewed; on the basis of the information gained in the performance of enabling them to pass upon such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that (A) any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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, or (C) the Prospectus, as of the date of this Agreement (or, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus Supplement, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefitmatters. In giving their opinion, Xxxxxxxx & Xxxxxxxx may rely on the opinions of the Crown Solicitor as to all matters of governed by Queensland and Australian law. (4) From the Auditor-General of the State of Queensland, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange Limited; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets; or (iv) any downgrading in the rating of any debt securities of the Corporation by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act), which, in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of such Dealer, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds Notes by such Dealer as principal for resale to others, as the case may be, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b) and (c), Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such documentation and opinions, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds Notes as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds Notes to a Dealer as principal principal, may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds Notes to a Dealer as principal, as the case may be, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3.A.(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.

Conditions of Obligation. A. Conditions related to all Bonds The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving, offers to purchase the Bonds in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds from the Corporation as contemplated by Section 2.B. hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (i) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, (ii) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus, as applicable. (b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b) and (c) hereof the Dealers shall have received: (1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any Bond, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Prospectus, such Time of Sale Prospectus or as described in such certificate. (2) An opinion, dated as of such times, of the Crown Solicitor for the State of Queensland, substantially to the effect set forth in the form attached hereto as Exhibit E. In rendering such opinion, such counsel may rely on the opinion of Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, as to all matters of United States law and procedure. (3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, the Guarantee, the Registration Statement, the Prospectus and the Amended and Restated Fiscal Agency Agreement and other related matters as the Dealers may reasonably require and to the further effect that: (i) the statements in the Registration Statement and Prospectus under the captions “Description of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” and in the Prospectus Supplement to the basic prospectus under “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution”, insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and counsel for the Dealers at which the contents of the Registration Statement, the Prospectus (including the Prospectus Supplement and, if applicable the Pricing Supplement and any Free Writing Prospectus), were discussed and reviewed; on the basis of the information gained in the performance of such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that that, with the with the exception of statements or omissions in the Commonwealth Prospectus, the Commonwealth Time of Sale Prospectus or the Commonwealth Registration Statement to which they do not opine, (A) any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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, or (C) the Prospectus, as of the date of this Agreement (or, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus Supplement, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefit. In giving their opinion, Xxxxxxxx & Xxxxxxxx may rely on the opinions of the Crown Solicitor as to all matters of Queensland and Australian law. (4) From the Auditor-General of the State of Queensland, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange Limited; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets; or (iv) any downgrading in the rating of any debt securities of the Corporation by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act), which, in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of such Dealer, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds by such Dealer as principal for resale to others, as the case may be, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b) and (c), Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such documentation and opinions, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds to a Dealer as principal may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds to a Dealer as principal, as the case may be, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3.A.(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.

Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving, offers to purchase the Bonds in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds from the Corporation as contemplated by Section 2.B. 2B hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b6A(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (i) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, (ii) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, or any amendment or supplement Supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time Prospectus (which, in the case of Sale a sale of Bonds to a Dealer as principal, shall be the Prospectus as supplemented or amended as of the Prospectus, as applicabledate of the agreement for such sale between the Corporation and the Dealer). (b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b6A(b) and (c) hereof the Dealers shall have received: (1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, Statement and the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any BondProspectus, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Prospectus, such Time of Sale Prospectus or as described in such certificate. (2) An opinion, dated as of such times, of the Crown Solicitor for the State of Queensland, substantially to the effect set forth in the form attached hereto as Exhibit E. In rendering such opinion, such counsel may rely on the opinion of Xxxxxxxx Sxxxxxxx & XxxxxxxxCxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, as to all matters of United States law and procedure. (3) From Xxxxxxxx Sxxxxxxx & XxxxxxxxCxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, the Guarantee, the Registration Statement, the Prospectus and the Amended and Restated Fiscal Agency Agreement and other related matters as the Dealers may reasonably require and to the further effect that: (i) the statements in the Registration Statement and Prospectus under the captions “Description of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” and in the Prospectus Supplement to the basic prospectus Prospectus under “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution”, insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and counsel for the Dealers at which the contents of the Registration Statement, the Prospectus (including and the Prospectus Supplement and, if applicable to the Pricing Supplement and any Free Writing Prospectus), Prospectus were discussed and reviewed; on the basis of the information gained in the performance of such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus SupplementSupplement to the Prospectus, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that (A) any part of the Registration Statement, when such part became effective, or the Prospectus, as of the date of the Prospectus Supplement to the Prospectus, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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 misleadingmisleading and (y) on the basis of procedures subsequent to the date of the Prospectus Supplement to the Prospectus which are described in such opinion, or (C) they do not believe that the Prospectus, as of the date of this Agreement (orsuch time, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement to the Prospectus except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus SupplementSupplement to the Prospectus, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefit. In giving their opinion, Xxxxxxxx Sxxxxxxx & Xxxxxxxx Cxxxxxxx may rely on the opinions of the Crown Solicitor as to all matters of Queensland and Australian law. (4) From the Auditor-General of the State of Queensland, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange Limited; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets; or (iv) any downgrading in the rating of any debt securities of the Corporation by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act), which, in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of such Dealer, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds by such Dealer as principal for resale to others, as the case may be, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b6A(b) and (c), Xxxxxxxx Sxxxxxxx & XxxxxxxxCxxxxxxx, or such other counsel satisfactory to the Dealers receiving such documentation and opinions, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In in the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds to a Dealer as principal may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds to a Dealer as principal, as the case may be, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3.A.(d3A(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.

Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s 's agent in receiving, offers to purchase the Bonds in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds from the Corporation as contemplated by Section 2.B. 2B hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b6A(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (i) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, (ii) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus, or any amendment or supplement Supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time Prospectus (which, in the case of Sale a sale of Bonds to a Dealer as principal, shall be the Prospectus as supplemented or amended as of the Prospectus, as applicabledate of the agreement for such sale between the Corporation and the Dealer). (b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b6A(b) and (c) hereof the Dealers shall have received: (1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, Statement and the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any BondProspectus, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Prospectus, such Time of Sale Prospectus or as described in such certificate. (2) An opinion, dated as of such times, of the Crown Solicitor for the State of Queensland, substantially to the effect set forth in the form attached hereto as Exhibit E. In rendering such opinion, such counsel may rely on the opinion of Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, as to all matters of United States law and procedure. (3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, the Guarantee, the Registration Statement, the Prospectus and the Amended and Restated Fiscal Agency Agreement and other related matters as the Dealers may reasonably require and to the further effect that: (i) the statements in the Registration Statement and Prospectus under the captions “"Description of Securities and Guarantee” " (except for the subsections headed “"Taxation by the Commonwealth of Australia”", and “"Interest Withholding Tax”") and “"Plan of Distribution” " and in the Prospectus Supplement to the basic prospectus Prospectus under “"Terms and Conditions of the Bonds”", “"Book-Entry System”", “"United States Taxation” " and “"Plan of Distribution”", insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and counsel for the Dealers at which the contents of the Registration Statement, the Prospectus (including the Prospectus Supplement and, if applicable the Pricing Supplement and any Free Writing Prospectus), were discussed and reviewed; on the basis of the information gained in the performance of such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that (A) any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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, or (C) the Prospectus, as of the date of this Agreement (or, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus Supplement, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefit. In giving their opinion, Xxxxxxxx & Xxxxxxxx may rely on the opinions of the Crown Solicitor as to all matters of Queensland and Australian law. (4) From the Auditor-General of the State of Queensland, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange Limited; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets; or (iv) any downgrading in the rating of any debt securities of the Corporation by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act), which, in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of such Dealer, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds by such Dealer as principal for resale to others, as the case may be, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b) and (c), Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such documentation and opinions, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds to a Dealer as principal may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds to a Dealer as principal, as the case may be, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3.A.(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.the

Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s 's agent in receiving, offers to purchase the Bonds Notes in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds Notes from the Corporation as contemplated by Section 2.B. 2B hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b6A(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (i1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, ; and (ii) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the Bonds, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii2) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time Prospectus (which, in the case of Sale a sale of Notes to a Dealer as principal, shall be the Prospectus as supplemented or amended as of the Prospectus, as applicabledate of the agreement for such sale between the Corporation and the Dealer). (b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b6A(b) and (c) hereof the Dealers shall have received: (1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive of the Corporation in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, Statement and the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any BondProspectus, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Prospectus, such Time of Sale Prospectus or as described in such certificate. (2) An opinion, dated as of such times, of the Crown Solicitor for the State of Queensland, substantially with respect to the effect set forth in incorporation of the form attached hereto Corporation, the validity of the Notes and the guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus and other related matters as Exhibit E. they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters. In rendering such opinionopinions, such counsel may rely on the opinion of Xxxxxxxx & Xxxxxxxx (or other counsel satisfactory to the Dealers receiving such opinions) as to all matters governed by United States law. (3) An opinion, dated as of such times, of Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, as with respect to all matters of United States law and procedure. (3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, Notes and the Guaranteeguarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus and the Amended and Restated Fiscal Agency Agreement and other related matters as the Dealers they may reasonably require and to the further effect that: (i) the statements in the Registration Statement and Prospectus under the captions “Description of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”require, and “Interest Withholding Tax”) and “Plan of Distribution” and in the Prospectus Supplement to the basic prospectus under “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution”, insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and shall have furnished to such counsel such documents as they request for the Dealers at which the contents purpose of the Registration Statement, the Prospectus (including the Prospectus Supplement and, if applicable the Pricing Supplement and any Free Writing Prospectus), were discussed and reviewed; on the basis of the information gained in the performance of enabling them to pass upon such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that (A) any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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, or (C) the Prospectus, as of the date of this Agreement (or, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus Supplement, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefitmatters. In giving their opinion, Xxxxxxxx & Xxxxxxxx may rely on the opinions of the Crown Solicitor as to all matters of governed by Queensland and Australian law. (4) From the Auditor-General of the State of Queensland, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange Limited; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets; or (iv) any downgrading in the rating of any debt securities of the Corporation by any “"nationally recognized statistical rating organization” " (as defined for purposes of Rule 436(g) under the 1933 Act), which, in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of such Dealer, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds Notes by such Dealer as principal for resale to others, as the case may be, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b6A(b) and (c), Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such documentation and opinions, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds Notes as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds Notes to a Dealer as principal principal, may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds Notes to a Dealer as principal, as the case may be, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3.A.(d3A(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.

Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving, offers to purchase the Bonds Notes in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds Notes from the Corporation as contemplated by Section 2.B. hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, to the accuracy of the statements of any duly authorized authorised officer or official of the Corporation or the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (i1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, ; (ii2) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at any Representation Time and at the time it was required to be delivered to a purchaser of the BondsNotes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus, as applicable. (b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b) and (c) hereof the Dealers shall have received: (1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive of the Corporation in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in respect of the Guarantor, in which such persons, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any BondNote, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions of the Government of Queensland except as set forth in or contemplated by the Prospectus, such Time of Sale Prospectus or as described in such certificate. (2) An opinion, dated as of such times, of the Crown Solicitor for the State of Queensland, substantially with respect to the effect set forth in incorporation of the form attached hereto Corporation, the validity of the Notes and the guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as Exhibit E. they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as he requests for the purpose of enabling him to pass upon such matters. In rendering such opinionopinions, such counsel may rely on the opinion of Xxxxxxxx & Xxxxxxxx (or other counsel satisfactory to the Dealers receiving such opinions) as to all matters governed by United States law. (3) An opinion, dated as of such times, of Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, as with respect to all matters of United States law and procedure. (3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, Notes and the Guaranteeguarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus and the Amended and Restated Fiscal Agency Agreement (if applicable) and other related matters as the Dealers they may reasonably require and to the further effect that: (i) the statements in the Registration Statement and Prospectus under the captions “Description of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”require, and “Interest Withholding Tax”) and “Plan of Distribution” and in the Prospectus Supplement to the basic prospectus under “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution”, insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and shall have furnished to such counsel such documents as they request for the Dealers at which the contents purpose of the Registration Statement, the Prospectus (including the Prospectus Supplement and, if applicable the Pricing Supplement and any Free Writing Prospectus), were discussed and reviewed; on the basis of the information gained in the performance of enabling them to pass upon such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that (A) any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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, or (C) the Prospectus, as of the date of this Agreement (or, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus Supplement, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefitmatters. In giving their opinion, Xxxxxxxx & Xxxxxxxx may rely on the opinions of the Crown Solicitor as to all matters of governed by Queensland and Australian law. (4) From the Auditor-General of the State of Queensland, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange LimitedSecurities Exchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets; or (iv) any downgrading in the rating of any debt securities of the Corporation by any “nationally recognized recognised statistical rating organizationorganisation” (as defined for purposes of Rule 436(g) under the 1933 Act), which, in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of such Dealer, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds Notes by such Dealer as principal for resale to others, as the case may be, on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b) and (c), Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such documentation and opinions, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds Notes as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds Notes to a Dealer as principal principal, may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds Notes to a Dealer as principal, as the case may be, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3.A.(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.

Conditions of Obligation. The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving, offers to purchase the Bonds Notes in its capacity as agent of the Corporation or to consummate any purchase by it as principal of Bonds Notes from the Corporation as contemplated by Section 2.B. hereof will be subject to the accuracy of the representations and warranties on the part of the Corporation and the Guarantor herein contained, at any Corporation Representation Time and Guarantor Representation Time, as applicable, to the accuracy of the statements of any duly authorized officer or official of the Corporation or and the Guarantor made in any certificate furnished pursuant to the provisions of Section 5(b)(1), 5(c) or 6.A.(b), to the performance and observance by the Corporation and the Guarantor of all their respective covenants and other obligations hereunder and to the following further conditions: (i1) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, ; (ii2) no Dealer shall have been advised by the Corporation that the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, at any Corporation Representation Time or Guarantor Representation Time, as applicable, and at the time it was required to be delivered to a purchaser of the BondsNotes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading and (iii3) subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Government of Queensland Guarantor except as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus, as applicable. (b) At the Closing Time, and at such other times specified in and subject to the provisions of Section 6.A.(b) and (c) hereof hereof, the Dealers shall have received: (1) A certificate or certificates, dated as of such times, signed by the Chairman, Chief Executive or Acting Chief Executive of the Corporation in respect of the Corporation and by the Under Treasurer or Acting Under Treasurer Secretary of the Treasury of the State of Queensland New South Wales in respect of the Guarantor, in which such persons, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Corporation and the Guarantor in this Agreement are true and correct, that the Corporation and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such time, that no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and, if applicable, the Time of Sale Prospectus with respect to any BondNote, there has been no material adverse change in the financial position, results of operation, business affairs or business prospects of the Corporation or the financial, political or economic conditions or the financial or economic prospects of the Government of Queensland Guarantor except as set forth in or contemplated by the Prospectus, such Time of Sale Prospectus or as described in such certificate. (2) An opinion, dated as of such times, of Mallesons Sxxxxxx Xxxxxx, or other such counsel satisfactory to the Crown Solicitor Dealers receiving such opinion, with respect to the Corporation being duly constituted, the validity of the Notes and the Guarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus (if applicable) and other related matters as they may require, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they request for the State purpose of Queensland, substantially enabling them to the effect set forth in the form attached hereto as Exhibit E. pass upon such matters. In rendering such opinionopinions, such counsel may rely on the opinion of Xxxxxxxx Sxxxxxxx & XxxxxxxxCxxxxxxx (or other counsel satisfactory to the Dealers receiving such opinions) as to all matters governed by United States law. (3) An opinion and disclosure letter, dated as of such times, of Sxxxxxxx & Cxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinionsopinion and letter, as with respect to all matters of United States law and procedure. (3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such opinions, such opinion or opinions, dated as of such times, on the validity under the laws of New York and the United States of America of the Bonds, Notes and the GuaranteeGuarantee of the Notes by the Guarantor, the Registration Statement, the Prospectus, the Time of Sale Prospectus and the Amended and Restated Fiscal Agency Agreement (if applicable) and other related matters as the Dealers they may reasonably require and to the further effect that: (i) the statements in the Registration Statement and Prospectus under the captions “Description of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”require, and “Interest Withholding Tax”) and “Plan of Distribution” and in the Prospectus Supplement to the basic prospectus under “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution”, insofar as they relate to provisions of documents or United States tax laws therein described are accurate in all material respects and fairly present the information purported to be shown; and (ii) as special United States counsel for the Corporation and the Guarantor, such counsel advised as to requirements of the 1933 Act and the applicable rules and regulations thereunder and they reviewed certificates of certain representatives of the Corporation and the Guarantor, records, documents and proceedings; such counsel also participated in conferences with representatives of the Dealers and those of the Corporation and the Guarantor and shall have furnished to such counsel such documents as they request for the Dealers at which the contents purpose of the Registration Statement, the Prospectus (including the Prospectus Supplement and, if applicable the Pricing Supplement and any Free Writing Prospectus), were discussed and reviewed; on the basis of the information gained in the performance of enabling them to pass upon such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the 1933 Act, in their opinion each part of the Registration Statement, when such part became effective, and the Prospectus as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder; and that (x) they do not believe that (A) any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of the date of the related Pricing Supplement, as amended or supplemented, contained or contains any untrue statement of a material fact or omitted or omits 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, or (C) the Prospectus, as of the date of this Agreement (or, if applicable, as of the date of the applicable Pricing Supplement) or as of any applicable Settlement Date for the Bonds contained or contains any untrue statement of a material fact or omitted or omits, to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may state that the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Prospectus or Prospectus Supplement except for those made under the captions “Descriptions of Securities and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” in the Registration Statement and the Prospectus and “Terms and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and “Plan of Distribution” in the Prospectus Supplement, insofar as they related to provisions of documents or United States tax laws therein described; that they do not express any opinion or belief as to the financial statements or other statistical data contained in the Registration Statement, the Prospectus or the Prospectus Supplement and that their letter is furnished by them as United States counsel solely for their benefitmatters. In giving their opinion, Xxxxxxxx Sxxxxxxx & Xxxxxxxx Cxxxxxxx may rely on the opinions of Mallesons Sxxxxxx Xxxxxx (or such other counsel satisfactory to the Crown Solicitor Dealers receiving such opinions), as to all matters of Queensland governed by New South Wales and Australian law. (4) An opinion and negative assurance letter, dated as of such times, of Sxxxxxx, Arps, Slate, Mxxxxxx & Fxxx, U.S. counsel to the Dealers, or such other counsel satisfactory to the Dealers receiving such opinion and letter, with respect to such matters as the Dealers receiving such opinion may reasonably request, and the Corporation and the Guarantor shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters; and (5) From the Auditor-General of the State of QueenslandNew South Wales, or any successor independent auditor, a letter, dated as of such times, and delivered at such times, in the form heretofore agreed to. (c) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Australian Stock Exchange LimitedExchange; (ii) a general moratorium on commercial banking activities (A) in New York declared by either U.S. federal or New York State regulatory authorities or (B) in Australia declared by the Australian regulatory authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance systems in the United States or Australia; (iii) any outbreak or escalation of hostilities, other insurrections or armed conflict in which the United States of America or the Commonwealth of Australia is involved or any declaration of a national emergency or war by either of such countries, or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. or Australian financial markets; or (iv) any downgrading in the rating of any debt securities of the Corporation or the Guarantor or the issuance of a statement of negative outlook in relation to the Corporation or Guarantor or the placing of the Corporation or Guarantor on “credit watch” with negative implications (or other publication of formal review) by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act); or (v) any amendment to the laws, whichregulations or published tax rulings of the United States or Australia which could reasonably be expected to have a material adverse effect on the holders of the Notes, which in the case of any of the events described in clauses (i) through (iv) above, individually or in the aggregate, in the sole judgment of such the Lead Dealer, makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds Notes by such Dealer as principal the Dealers for resale sale to others, as the case may be, others on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus, each as then amended or supplemented. (d) At the Closing Time and at such other times specified in Sections 6.A.(b) and (c), Xxxxxxxx Skadden, Arps, Slate, Mxxxxxx & XxxxxxxxFxxx , or such other counsel satisfactory to the Dealers receiving such documentation and opinions, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; the Dealers shall have been furnished such certificates from officers or officials of the Corporation and the Guarantor relating to their respective representations and warranties as any Dealer shall reasonably request; and all proceedings taken by the Corporation and the Guarantor in connection with the issuance and sale of the Bonds Notes as herein contemplated shall be satisfactory in form and substance to the Dealers and their counsel. (e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will be granted within a reasonable period after the Closing Time. (f) In the case of Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State on or after the date on which the Prospectus Directive is implemented in the relevant European Economic Area Member State: (1) the Prospectus as amended or supplemented having been approved as a base prospectus by the Luxembourg Stock Exchange and having been published in accordance with the Prospectus Directive; and (2) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus as amended or supplemented which is capable of affecting the assessment of the Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Directive. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds Notes to a Dealer as principal principal, may be terminated by any affected Dealer with respect to such Dealer by notice to the Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of Bonds Notes to a Dealer as principal, as the case may be, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3.A.(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 10, 13 and 13 17 hereof shall remain in effect.