Common use of Each issue Clause in Contracts

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) business), properties, shareholders’ equity or results of operations of any operations, prospects or business affairs of the IssuerIssuer and, the Guarantor or where applicable, the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee VPS Trustee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR €3,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes, or the relevant Dealer or, as the case may be, the Lead Manager being satisfied that such listing will be granted; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency Rating Agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agencythe relevant Rating Agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and/or Euronext VPS, as the case may be; (k) if applicable, the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be: (i) listed on an EEA Stock Exchange: (A) the denomination of the Notes being €100,000 (or its equivalent in any other currency as at the date of issue of the Notes) or more; (B) either (x) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which may affect the assessment of the Notes which are intended to be listed or (y) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation pursuant to subclause 5.2; (C) the Base Prospectus having been approved as a base prospectus by the Central Bank and having been published in accordance with the Prospectus Regulation; and (D) the applicable Final Terms having been filed and published in accordance with the Prospectus Regulation; (ii) offered to the public in a European Economic Area in: (A) an EEA Member StateState and which are not intended to be listed on an EEA Stock Exchange, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation; and/or (B) the United Kingdom, no such Notes being offered in circumstances which require the publication of a prospectus under the UK Prospectus Regulation; and (n) in the case of Notes which are intended to be listed on an EEA Stock Exchange (other than Euronext Dublin) or offered to the public in an EEA Member State (other than Ireland) in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant EEA Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) business), properties, shareholders’ equity or results of operations of any operations, prospects or business affairs of the IssuerIssuer and, the Guarantor or where applicable, the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee VPS Trustee Agreement, the VPS Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€8,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes, or the relevant Dealer or, as the case may be, the Lead Manager being satisfied that such listing will be granted; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency Rating Agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agencythe relevant Rating Agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and/or Euronext VPS, as the case may be; (k) if applicable, the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be: (i) listed on an EEA Stock Exchange: (A) the denomination of the Notes being €100,000 (or its equivalent in any other currency as at the date of issue of the Notes) or more; (B) either (x) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which may affect the assessment of the Notes which are intended to be listed or (y) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation pursuant to subclause 5.2; (C) the Base Prospectus having been approved as a base prospectus by the Central Bank and having been published in accordance with the Prospectus Regulation; and (D) the applicable Final Terms having been filed and published in accordance with the Prospectus Regulation; (ii) offered to the public in a European Economic Area in: (A) an EEA Member StateState and which are not intended to be listed on an EEA Stock Exchange, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation; and/or (B) the United Kingdom, no such Notes being offered in circumstances which require the publication of a prospectus under the UK Prospectus Regulation; and (n) in the case of Notes which are intended to be listed on an EEA Stock Exchange (other than Euronext Dublin) or offered to the public in an EEA Member State (other than Ireland) in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant EEA Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, relevant Issuer and the Guarantor or (as the Group case may be) which is material in the context of the issue and offering of the Notes from that set forth in the Offering Circular on the relevant Agreement Date, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎4Clause 4; (b) there being no outstanding breach of any of the obligations of either the relevant Issuer or (as the case may be) the Guarantor under this Agreement, the Notes, the Agency Agreement, the Deed of Covenant, Covenant or the Deed of Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) , not exceeding EUR 3,000,000,000U.S.$2,000,000,000 or its equivalent in other currencies as determined pursuant to subclause (5); (d) in the case of Notes which are intended to be listed, the relevant authority or authorities Stock Exchange having agreed to list the Notes, subject only to the issue of the relevant such Notes; (e) no meeting of the holders of Notes (or any of them) issued by the relevant Issuer (to consider matters which might in the reasonable opinion of the relevant Dealer be considered to have a material adverse effect on the issue of the Notes) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the relevant Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant DealerDealer (after consultation with the relevant Issuer and the Guarantor if practicable), be likely to either (i) prejudice materially the success of the offer, sale or distribution by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Dateissued; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing Supplement, the applicable Temporary Global Note, the Permanent Global Note and/or the Definitive Notes and the Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures procedures, having been agreed by the relevant Issuer, the Guarantor, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (jh) the relevant currency being generally accepted for settlement by Euroclear and Clearstream, Luxembourg;; and (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (li) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity prospects or results of operations of any of the IssuerIssuer and its subsidiaries considered as a whole, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$7,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingheld; (f) there having beenoccurred, between the Agreement Date and the Issue Date for such Notes, none of the Notesfollowing: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, no if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such change relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or international financialin respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, political declared by the relevant national authority; (c) the outbreak or economic escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions or currency exchange rates or exchange controls as wouldthat exist on such Agreement Date) if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, be likely if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to either (imake it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) prejudice materially of offers to purchase Notes or the sale purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Dealer Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Notes proposed to be issued Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, where relevantif more than one, the dealing in relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the secondary market manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organisation”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (iif) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially change impairs the circumstances prevailing at investment quality of the Agreement DateNotes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the such Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's ’s debt by Standard & Poor’s, Moody’s or the Guarantor's debt and/or Programme by any rating agency Fitch Ratings Ltd. or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;; and (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member StateState in circumstances which require, no such or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5(2). (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes Covered Bonds made under clause ‎2 Clause 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that the position set forth in the Base Listing Particulars Disclosure Documents as at the relevant Agreement Date in the consolidated condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of either the Issuer, the Guarantor Issuer or the Group LLP nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4 untrue or incorrect to an extent which is material in the context of the issue and offering of the Covered Bonds; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor LLP under this Agreement, any of the Agency Agreement, the Deed of Covenant, the Guarantee Transaction Documents or any Notes Covered Bonds which is material in the context of the issue of the Covered Bonds which are the subject of such agreement and which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12Clause 14, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes Covered Bonds to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes Covered Bonds outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes Covered Bonds due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€35 billion or its equivalent in other currencies as determined pursuant to Clause 3.4; (d) the Issuer having notified the FCA of the proposed issue of Covered Bonds in accordance with the RCB Regulations and/or the RCB Sourcebook; (e) in the case of Notes Covered Bonds which are intended to be listedlisted or admitted to trading, the relevant authority or authorities having agreed to list the NotesCovered Bonds or admit the Covered Bonds to trading, as the case may be, subject only to the issue of the relevant NotesCovered Bonds; (ef) no meeting of the holders of Notes Covered Bonds (or any of them) ), called to consider matters which might in the opinion of the relevant Dealer be material in the context of the proposed issue and purchase of the Covered Bonds, having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes Covered Bonds and the Guarantor LLP to guarantee the Notes Covered Bonds on the proposed Issue Date and for the Issuer and the Guarantor LLP to fulfil their obligations under the Notes Covered Bonds and the Covered Bond Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating ratings of the Issuer or the Guarantor and/or any of the Issuer's unsecured, unsubordinated, long term debt by S&P, Moody's or Fitch and neither the GuarantorIssuer nor the LLP have received any notice of any intended downgrading in the ratings accorded to the Issuer's unsecured, unsubordinated, long term debt and/or Programme by any rating agency S&P, Moody's or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agencyFitch; (i) there having been, between the Agreement Date and the Issue Date for the Covered Bonds, in the professional opinion of the relevant Dealer (after consultation with the Issuer and the LLP, if reasonably practicable), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in its view, be likely to prejudice materially the offering or sale of the Covered Bonds proposed to be issued; (j) the forms of the Pricing SupplementFinal Terms Document, the applicable Global Notes Covered Bonds, Definitive Covered Bonds and the Notes in definitive form Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer, the Bond Trustee and the Fiscal Principal Paying Agent and, if applicable, the Registrar; (jk) in respect of the relevant currency in which the Covered Bonds are to be denominated, such currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and/or DTC, as applicable; (kl) in the case of Covered Bonds to be cleared and settled through DTC, such Covered Bonds being eligible for clearance and settlement through DTC; (m) as applicable, the delivery to the common depositary Common Depository or the custodian for DTC of the Regulation S Global Covered Bond and/or the Rule 144A Global Covered Bond representing the relevant Registered Covered Bonds and/or the delivery to the Common Depositary or, as the case may be, the common safekeeper, Common Safekeeper of the Temporary Global Note Covered Bond and/or the Permanent Global Covered Bond representing the relevant Bearer Covered Bonds, in each case as provided in the Agency Agreement; (ln) in the case of Covered Bonds that are NGCBs, the Principal Paying Agent making the actual instruction to the Common Safekeeper to effectuate each relevant NGCB under the Programme; (o) any calculations or determinations which are required by the relevant Terms and Conditions to have been made prior to the Issue Date having been duly made; (mp) any New Secured Creditor on the proposed Issue Date acceding to the Deed of Charge, by delivering a duly executed Accession Undertaking (in the case form or substantially in the form set out in Schedule 2 (Accession Undertaking) of Notes which are intended to be offered the Deed of Charge); and (q) the LLP, the Security Trustee and the relevant Covered Bond Swap Provider(s) on the proposed Issue Date entering into Covered Bond Swap Agreement(s), in relation to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulationrelevant Covered Bonds. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) ), after consultation with the Issuer and the LLP, by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 2 are conditional on: (a) each Dealer having received, and found satisfactory (in its reasonable opinion) all of the documents and confirmations described in Part 2 of the Initial Documentation List (any Dealer must notify the Arranger and the Issuer within seven London business days of receipt of the documents and confirmations described in Part 2 of the Initial Documentation List if it considers any documentation or confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory); (b) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus or the Preliminary Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the IssuerIssuer and/or the Shareholder Banks which, in any case, is material in the Guarantor or context of the Group issue and offering of the Notes, nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4; (bc) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, any Notes, the applicable VPS Agreement(s), the Agency Agreement, Agreement and the Deed of Covenant, the Guarantee or any Notes Covenant which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (cd) the Shareholders Agreements continuing in full force and effect at the proposed Issue Date; (e) subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5sub-clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000€25,000,000,000; (df) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, such Notes subject only to the relevant issue of the relevant NotesNotes being satisfied that such listing will be granted; (eg) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (fh) in the case of any Regulation S Tranche, there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer(s), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, Dealer be likely to either (i) materially to prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, or where relevant, the dealing in such Notes in the secondary market or (ii) materially to change the circumstances prevailing at the Agreement Date; (gi) in the case of any Rule 144A Tranche, between the Agreement Date and the Issue Date for such Notes, in the opinion of the relevant Dealer(s), none of the following shall have occurred: (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or the American Stock Exchange, or trading in any securities of the Issuer on any exchange, will have been suspended or materially limited or the settlement of such trading generally will have been materially disrupted or minimum prices will have been established on any such exchange by the U.S. Securities and Exchange Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (ii) a banking moratorium will have been declared by federal or state authorities in the United States; (iii) the United States will have become engaged in hostilities, there will have been an escalation in hostilities involving the United States or there will have been a declaration of a national emergency or war by the United States as to make it impracticable or inadvisable to proceed with the offering of the Notes on the terms and in the manner contemplated in the Prospectus; or (iv) there will have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities (or the effect of international conditions on the financial markets in the United States will be such) as to make it impracticable or inadvisable to proceed with the offering of the Notes or on the terms and in the manner contemplated in the Prospectus; (j) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations translation of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (ik) the forms of the Pricing SupplementFinal Terms, the applicable Temporary Bearer Global Note, the Permanent Bearer Global Note, the Reg. S Global Note, the Restricted Global Note and/or the Definitive Notes and the Notes in definitive form Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (jl) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg, DTC and/or the VPS, as the case may be; (km) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; in the case of Notes that are NGCBs, the Principal Paying Agent making the actual instruction to the Common Safekeeper to effectuate each relevant NGCB under the Programme; (ln) any calculations or determinations which are required by the relevant Note Conditions to have been made prior to the Issue Date having been duly made; (mo) in the case of Notes 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, no such Notes being offered State in circumstances which require require, or (in the case of (i) below only) but for the fact that the denomination of the Notes is €100,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus RegulationDirective: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) the Prospectus having been approved as a base prospectus by the CSSF and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of the Notes 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; (p) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other that the Luxembourg Stock Exchange), the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up; (q) the satisfaction and/or waiver of the conditions set out in the Subscription Agreement or any other agreement to issue and purchase the relevant Notes. (r) receipt of notification from Moody's and/or Fitch that the ratings for Notes described in the relevant Final Terms have been assigned either without conditions or subject only to the execution and delivery on or prior to the Issue Date for the issue of Notes contemplated by the relevant Subscription Agreement, there not having been a public announcement from any of the above rating agencies that such agency has revised downwards or withdrawn or placed on review or "credit watch" with negative implications or with implications of a possible change that does not indicate the direction of such possible change (or other similar publication of formal review by the relevant rating agency) any existing credit rating assigned to the relevant Notes; (s) the relevant Dealer(s) having received a certificate dated as at the relevant proposed Issue Date signed by a director or other duly authorised person of the Issuer to the effect that: (A) the representations and warranties made by the Issuer pursuant to Clause 4.1 are true and correct; (B) the Issuer is in compliance with its undertakings under Clause 5; (C) the certified copies of the constitutive documents of the Issuer submitted as a condition precedent on the first issue or any subsequent issue of Notes, as applicable, under the Programme are accurate and up-to-date (and, to the extent any such constitutive documents have changed since the first issue or any subsequent issue, as applicable, they have been updated); and (D) the Issuer is solvent having regard to the Norwegian Bankruptcy Xxx 0000, Sections 61 to 63. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor Guarantors or the Group which is material in the context of the issue and offering of the Notes nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44 as though they had been given and made on such date; (b) there being no outstanding breach of any of the obligations of either the Issuer or the any Guarantor under this Agreement, the Trust Deed, the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€2,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held to consider resolutions which would be material in the context of the proposed issue of the Notes or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingheld; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Datemarket; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor Guarantors to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor Guarantors to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor Guarantors each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having beenunless otherwise agreed in writing with the relevant Dealer(s), between the Agreement Date and as at the Issue Date, no downgrading in the Notes having been assigned a rating equal to the long-term unsecured credit rating of the Issuer as at the Agreement Date or, if earlier, the date on which the issue of the Notes is first priced by Standard & Poor’s or other rating agency, and the Guarantor and/or Issuer having provided the relevant Dealer(s) with a letter from such rating agency addressed to the Issuer (or other suitable evidence of the same if the relevant rating agency does not permit disclosure of the letter) confirming the same and no rating agency having downgraded, nor given notice or made any public announcement of any intended or potential downgrading or of any review or surveillance with negative implications of, the rating accorded to the Notes or any other debt securities of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer, the Trustee and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be listed on the Luxembourg Stock Exchange: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency or currencies); (ii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5.2; (iii) the Base Prospectus having been approved as a base prospectus by the CSSF and having been published in accordance with the Prospectus Directive; (iv) the applicable Final Terms having been published in accordance with the Prospectus Directive; and (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State, no such Notes being offered State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity prospects or results of operations of any of the IssuerIssuer and its subsidiaries considered as a whole, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$7,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingheld; (f) there having beenoccurred, between the Agreement Date and the Issue Date for such Notes, none of the Notesfollowing: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, no if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such change relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or international financialin respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, political declared by the relevant national authority; (c) the outbreak or economic escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions or currency exchange rates or exchange controls as wouldthat exist on such Agreement Date) if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, be likely if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to either (imake it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) prejudice materially of offers to purchase Notes or the sale purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Dealer Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Notes proposed to be issued Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, where relevantif more than one, the dealing in relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the secondary market manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (iif) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially change impairs the circumstances prevailing at investment quality of the Agreement DateNotes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the such Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's ’s debt by Standard & Poor’s, Moody’s or the Guarantor's debt and/or Programme by any rating agency Fitch Ratings Ltd. or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;; and (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member StateState in circumstances which require, no such or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5(2). (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the consolidated or unconsolidated condition (financial or otherwise) businessof either the relevant Issuer or, properties, shareholders’ equity or results of operations of any of where the Issuerrelevant Issuer is STUF, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material in the context of the issue and offering of the Notes any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach to an extent which is material in the context of the issue and offering of the Notes of any of the obligations of either the relevant Issuer or or, where the relevant Issuer is STUF, the Guarantor under this Agreement, the Trust Deed, the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroeuros, the euro equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€8,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the relevant Issuer nor nor, where the relevant Issuer is STUF, the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant DealerDealer (after consultation with the relevant Issuer, if practicable), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, would be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes and and, where the relevant Issuer is STUF, the Guarantor to guarantee the Notes on the proposed Issue Date and for the relevant Issuer and and, where the relevant Issuer is STUF, the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the relevant Issuer and and, where the relevant Issuer is STUF, the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of themwhich have not previously been provided to each Dealer; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating form of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and Notes, the Notes in definitive form and the Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the relevant Dealer Dealer, the Trustee and the Fiscal Agent and, if applicable, the RegistrarAgent; (ji) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (kj) the delivery to the common depositary oror the common safekeeper, as the case may be, the common safekeeper, of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes, in each case as provided in the Agency Agreement; (lk) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; and (l) in the case of Notes which are intended to be listed on the London Stock Exchange or offered to the public in the United Kingdom in circumstances which require the publication of a prospectus under the FSMA: (i) the minimum denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Notes or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Prospectus having been published in accordance with the UK Prospectus Regulation pursuant to clause 5(2); (iii) the Prospectus having been approved as a base prospectus by the FCA and having been published in accordance with the UK Prospectus Regulation; and (iv) the applicable Final Terms having been filed and published in accordance with the UK Prospectus Regulation; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under Regulation (EU) 2017/1129; and (n) the Prospectus Regulationminimum denomination of the Notes being €100,000 (or its equivalent in any other currency) or more. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at not occurred between the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition and Issue Date (financial or otherwiseboth dates inclusive) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material in the context of the issue and offering of the Notes any of the representations and warranties contained in clause ‎44 (save as expressly disclosed in writing to and acknowledged for the purposes of the issue of Notes in writing by such Dealer); (b) there being no outstanding breach of any of the obligations of either any of the relevant Issuer, and where the Issuer or the Guarantor is PTIF, PT and PTC under this Agreement, the Trust Deed, the Agency Agreement, the Deed of CovenantInterbolsa Instrument (for Notes issued by PT), the Guarantee Keep Well Agreements (for Notes issued by PTIF) or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue DateDate and which is material in the context of the issue and offering of the Notes; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000€7,500,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer (after consultation with the relevant Issuer, if practicable), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Dateissued; (gf) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for and, where the Issuer is PTIF, for PT and the Guarantor PTC to fulfil their obligations under the Notes Keep Well Agreements and the Guaranteerelevant Issuer and, respectively, and where the Issuer is PTIF, PT and the Guarantor each PTC having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (hg) except only in relation to an issue made pursuant to a Subscription Agreement, there having been, between the Agreement Date and the Issue Date, no downgrading in the debt rating of the relevant Issuer and, where the Issuer is PTIF, of PT by Fitch, Xxxxx’x or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency Standard & Poor’s or the placing on "Creditwatch" Creditwatch with negative implications or similar publication of formal review by any the relevant rating agency; (ih) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the relevant Dealer Dealer, the Trustee and the Fiscal Agent andPrincipal Paying Agent, the Registrar (if applicable), and for Book Entry Notes, the RegistrarPortuguese Paying Agent; (i) in respect of any Book Entry Notes, Interbolsa having agreed to register such Book Entry Notes, subject only to their issue; (j) the relevant currency being accepted for settlement by Euroclear and and/or Clearstream, LuxembourgLuxembourg and/or Interbolsa; (k) the delivery to the Registrar as custodian of the Regulation S Global Note representing the relevant Registered Notes and/or the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Bearer Global Note and/or the Permanent Bearer Global Note representing the relevant Bearer Notes, in each case as provided in the Agency AgreementTrust Deed or, in the case of Book Entry Notes, confirmation from the Portuguese Paying Agent that the Book Entry Notes have been registered with Interbolsa; (l) any calculations or determinations which are required by the relevant Terms and Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or, for Notes issued by PT, offered to the public in a European Economic Area Member StateState in circumstances which require the publication of a prospectus under the Prospectus Directive: (i) the denomination of the Notes being €1,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Offering Circular having been published in accordance with the Prospectus Directive pursuant to Clause 5.2; and (iii) the Offering Circular having been approved as a base Prospectus by the Financial Services Authority and the applicable Final Terms having been published in accordance with the Prospectus Directive; (n) in the case of Notes issued by PTIF which are intended to be offered to the public in a European Economic Area Member State and which are not intended to be listed on a European Economic Area Stock Exchange, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective; (o) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the London Stock Exchange) or offered to the public in a European Economic Area Member State (other than the United Kingdom) in circumstances which require the publication of a prospectus under the Prospectus Directive, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, (in the case of Notes issued by PTIF) if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up; (p) the receipt of any comfort letter by such Dealer if so required in accordance with and pursuant to clause 5.7; and (q) the receipt of any legal opinion by such Dealer if so required in accordance with and pursuant to clause 3.4. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at not occurred between the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition and Issue Date (financial or otherwiseboth dates inclusive) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material in the context of the issue and offering of the Notes any of the representations and warranties contained in clause ‎44 (save as expressly disclosed in writing to and acknowledged for the purposes of the issue of Notes in writing by such Dealer); (b) there being no outstanding breach of any of the obligations of either any of the Issuer or the Guarantor Issuer, PT and PTC under this Agreement, the Trust Deed, the Agency Agreement, the Deed of CovenantKeep Well Agreements, the Guarantee Deed Poll or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue DateDate and which is material in the context of the issue and offering of the Notes; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000€5,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer (after consultation with the Issuer, if practicable), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Dateissued; (gf) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date for PT and for the Issuer and the Guarantor PTC to fulfil their obligations under the Notes Keep Well Agreements and the GuaranteeIssuer, respectively, PT and the Issuer and the Guarantor each PTC having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (hg) except only in relation to an issue made pursuant to a Subscription Agreement where none of the Notes of such Series are to be sold pursuant to Rule 144A, there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantorand PT's debt and/or Programme by any rating agency Standard & Poor's or Moody's or the placing on "Creditwatch" with negative implications or similar publication of formal review by any the relevant rating agency; (ih) the forms of the Pricing Supplement, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer, the Trustee and the Fiscal Principal Paying Agent and, if applicable, the Registrar; (ji) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and, where relevant, DTC; (j) in the case of Notes being sold pursuant to and in reliance on Rule 144A, the Notes being eligible for clearance and settlement through DTC; (k) the delivery to the Registrar as custodian of the Regulation S Global Note and/or the Rule 144A Global Note representing the relevant Registered Notes and/or the delivery to the common depositary or, as the case may be, the common safekeeper, of the Temporary Bearer Global Note and/or the Permanent Bearer Global Note representing the relevant Bearer Notes, in each case as provided in the Agency AgreementTrust Deed; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) the receipt of any comfort letter by such Dealer if so required in accordance with and pursuant to clause 5(8); and (n) the case receipt of Notes which are intended any legal opinion by such Dealer if so required in accordance with and pursuant to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulationclause 3(5). In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity prospects or results of operations of any of the IssuerIssuer and its subsidiaries considered as a whole, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$7,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingheld; (f) there having beenoccurred, between the Agreement Date and the Issue Date for such Notes, none of the Notesfollowing: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, no if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such change relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or international financialin respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, political declared by the relevant national authority; (c) the outbreak or economic escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions or currency exchange rates or exchange controls as wouldthat exist on such Agreement Date) if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, be likely if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to either (imake it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) prejudice materially of offers to purchase Notes or the sale purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Dealer Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Notes proposed to be issued Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, where relevantif more than one, the dealing in relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the secondary market manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organisation”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (iif) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially change impairs the circumstances prevailing at investment quality of the Agreement DateNotes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the such Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's ’s debt by Standard & Poor’s, Moody’s or the Guarantor's debt and/or Programme by any rating agency Fitch Ratings Ltd. or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;; and (m) in the case of Notes 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, no such Notes being offered State in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and having been published in accordance with the Prospectus Directive as implemented in Luxembourg; and (iii) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes which are intended to be listed. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations obligation of a Relevant Dealer under to subscribe for any agreement Notes which it has agreed to subscribe for pursuant to Clause 2 is conditional upon the following:- (1) the Board of Directors of the Issuer having duly resolved to issue the relevant Notes; (2) the Issuer's representations and warranties set out in this Agreement being true, accurate, correct and complied with in all material respects on the Agreement Date and the proposed Issue Date (in each case as if such representations and warranties were repeated on each such date with reference to the then existing circumstances taking into account the issue of such Notes) and purchase the performance, on or prior to each such date, by the Issuer of its covenants, agreements or obligations under this Agreement to be performed on or prior to each such date (other than any obligations that may have been waived by the Relevant Dealer and which waiver continues in effect) except to the extent to which failure to do so would not be material in the context of the issue of the Notes; (3) (in respect of such Notes made under clause ‎2 which are conditional on:to be listed) all consents and the approval in-principle of the relevant Stock Exchange having been obtained and on terms and conditions acceptable to the Relevant Dealer, such consents and approval being valid and continuing to be in force and effect until the Issue Date and all conditions attached to such consents and approval being complied with by the Issue Date (save for any conditions to be complied with after the Issue Date which shall be complied with as soon as practicable thereafter); (a) there having been, as at the proposed Issue Date, no material adverse change, event or any development involving a prospective adverse change, in the financial condition, business or results of operations of the Issuer or the Group, taken as a whole, which is material adverse change in the context of the issue and offering of the Notes from that set forth in the Base Listing Particulars audited consolidated accounts of the Issuer and its subsidiaries for the year ended 31st December, 2000 contained in the Information Memorandum or, if available, the most recent audited consolidated accounts or, as at the relevant case may be, unaudited half yearly results of the Group delivered to the Dealers pursuant to Clause 4(A)(13) except as may be disclosed in the Information Memorandum or in any public announcement of the Issuer made prior to the Agreement Date or as disclosed to the Relevant Dealer prior to the Agreement Date; and (b) there having been delivered to the Relevant Dealer on the proposed Issue Date a certificate (substantially in the condition form set out in Appendix 6) dated the proposed Issue Date, signed by a duly authorised officer of the Issuer, stating that, to the best of his knowledge and belief after making due enquiries, (i) since the date of the most recent audited consolidated accounts or, as the case may be, unaudited half yearly results of the Group delivered to the Dealers pursuant to Clause 4(A)(13), except as may be disclosed in the Information Memorandum or in any public announcement of the Issuer made prior to the Agreement Date or as disclosed to the Relevant Dealer prior to the Agreement Date, there has been no adverse change, or any development involving a prospective adverse change, in the financial or otherwise) businesscondition, properties, shareholders’ equity business or results of operations of any the Issuer or the Group, taken as a whole, which is material in the context of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any issue and offering of the Notes, (ii) the Issuer's representations and warranties contained set out in clause ‎4this Agreement are true, accurate, correct and complied with in all material respects on the proposed Issue Date (as if such representations and warranties were repeated on the proposed Issue Date with reference to the then existing circumstances taking into account the issue of such Notes) and (iii) the Issuer has performed all of its covenants, agreements or obligations under this Agreement to be performed on or prior to the proposed Issue Date (other than any obligations that may have been waived by the Relevant Dealer and which waiver continues in effect) except to the extent to which failure to do so would not be material in the context of the issue of the Notes; (b5) there being no outstanding breach in any material respect of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, Notes or the Deed of Covenant, the Guarantee or any Notes other Contracts which has not been expressly waived by the relevant Relevant Dealer on or prior to the proposed Issue Date; (c6) subject to clause ‎12, the aggregate nominal principal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal principal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) , not exceeding EUR 3,000,000,000the Programme Limit; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e7) no meeting of the holders of Notes (or any of them) to consider matters which would in the reasonable opinion of the Relevant Dealer be considered to be material in the context of the issue of the Notes having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to would lead to the convening of such a meeting; (f) 8) there not having been, between the Agreement Date and the Issue Date for such Notes:- (a) any introduction or prospective introduction of, or any change or prospective change in, or in the Notesinterpretation or application of, any legislation, statute, regulation, order, policy, directive, request or guideline (whether or not having the force of law) by the Monetary Authority of Singapore, the Securities Industry Council, the SGX-ST or any other governmental or regulatory body in Singapore; or (b) any material adverse change or prospective material adverse change in monetary, political (including, but not limited to, changes by reason of military action), financial (including, but not limited to, stock market conditions, currency exchange conditions in any of the financial markets and interest rates) or economic conditions in Singapore or internationally (including changes or developments in stock, bond, money and interest rate markets) or the occurrence of any combination of any such changes, crises or developments, in either case, as would in the opinion of the relevant Dealer, no such change Relevant Dealer (exercised in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either good faith):- (i) materially and adversely prejudice materially or affect the sale by the Dealer success of the Notes proposed to be issued orplacement, where relevantissue, the dealing in such Notes offer, sale or distribution (whether in the primary or secondary market or markets) of the Notes; or (ii) materially change and adversely affect the circumstances prevailing at listing of the Agreement Date;Notes (where applicable); or (giii) there being in full force materially and effect all governmental adversely affect the business or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating financial position of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agencyGroup; (i9) the forms of the Pricing Supplement, the applicable Temporary Global Notes Note, the Permanent Global Note and the Definitive Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Relevant Dealer, the Issuing and Paying Agent and the Fiscal Agent and, if applicableTrustee (in respect of the Temporary Global Note, the RegistrarPermanent Global Note and the Definitive Notes only) on or prior to the proposed Issue Date; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l10) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m11) the provisions of sub-Clause (C) below not being breached thereby; (12) there being no infringement in any respect of any law, order, rule, regulation, directive, policy or request (whether or not having the case force of law) promulgated or issued by any legislative, executive, judicial or regulatory body, including, but not limited to, the SGX-ST, the Monetary Authority of Singapore and the Registry of Companies as a result of the issue of the Notes which are intended of that Series or the carrying out of any transaction contemplated by, or the compliance with the terms of, the Contracts; (13) the Form 30B having been lodged with the Registrar of Companies and Businesses, the Information Memorandum having been lodged with the Registrar of Companies and Businesses for the purpose of Section 106D of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), and all acts being done in order to invoke the applicable exemptions under Sections 106C, 106D and/or 106E of the Companies Act having been duly performed and all requirements in connection therewith having been duly complied with; (14) the Minister for Finance not having revoked, pursuant to Section 106J of the Companies Act, the exemption invoked by the Issuer under Section 106C or 106D of the Companies Act in connection with the issue of the Notes nor any exemption under Division 5A of Part IV of the Companies Act relied on or to be offered to relied on by the public Relevant Dealer in a European Economic Area Member Stateconnection with the issue of the Notes and the sale of the Notes by the Relevant Dealer; and (15) all requirements of the Monetary Authority of Singapore, no such the SGX-ST, the Registry of Companies and Businesses and any other relevant authority in connection with the issue of the Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that and (where applicable) listing or any of the above conditions is not satisfied, transactions contemplated by this Agreement or the relevant Dealer shall be entitled (but not bound) Contracts being fully complied with by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2such time as stipulated in such requirements.

Each issue. 5.2.1. The obligations of a Dealer under any agreement for the issue issue, and purchase of Notes subscription for Notes, made under pursuant to clause ‎2 4 are conditional onupon: (a) 5.2.1.1. there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity of the Issuer or results of operations of any of the IssuerGuarantors which is likely, in the Guarantor or reasonable opinion of the Group Relevant Dealer, to be considered to be material in the context of the issue and offering of the Notes from that set forth in the Programme Memorandum as at the relevant Agreement Date, nor the occurrence of any event making untrue or incorrect in any material respect, any of the representations and warranties contained in clause ‎46; 5.2.1.2. subject to clause 14, the maximum aggregate nominal amount of all Notes from time to time Outstanding (bincluding that issue of Notes) not exceeding ZAR2 000 000 000; 5.2.1.3. there being no outstanding unremedied breach of any of the material obligations of either the Issuer or any of the Guarantor Guarantors under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes Notes, which has have not been expressly waived by the relevant Relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000; (d) 5.2.1.4. in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) 5.2.1.5. no meeting of the holders of Notes Noteholders (or any of them) to consider matters which might in the reasonable opinion of the Relevant Dealer be considered to be material in the context of the issue of the Notes having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor or any of the Guarantor Guarantors not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, 5.2.1.6. between the Agreement Date and the Issue Date for the such Notes, there having been, in the reasonable opinion of the relevant Relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable opinion of the relevant Dealer, Dealer be likely to either (i) prejudice materially the sale by success of the Dealer offering and distribution of the Notes proposed to be issued or, where relevant, the dealing or dealings in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Datemarket; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) 5.2.1.7. there having been, if applicable, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's Guarantors, or their debts (as the Guarantor's debt and/or Programme case may be), or withdrawal by any rating agency, nor any public notice of any intended or potential downgrading or withdrawal, of the rating given by such rating agency or the placing of the Issuer or any of the Guarantors on "“Creditwatch" ” with negative implications where such ratings downgrade would be likely to prejudice the success of the offering and distribution of the Notes proposed to be issued. For the avoidance of doubt, only a rating agency that has given a rating in respect of the Issuer or similar publication any of formal review by the Guarantors may place the Issuer or any rating agencyof the Guarantors on Creditwatch; (i) 5.2.1.8. the forms form of the Applicable Pricing SupplementSupplement and, in the case of Notes evidenced by Certificates, the applicable Global Notes and the Notes in definitive form (each as applicable) in relation to the relevant Tranche Certificates and the relevant settlement procedures having been agreed by the Issuer, Issuer and the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarDealer; (j) 5.2.1.9. the relevant currency Specified Currency being accepted for settlement by Euroclear and Clearstream, Luxembourg;the CSD; and (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) 5.2.1.10. any calculations or determinations which are required by the relevant Terms and Conditions to have been made prior to the Issue Date having been duly made;. (m) 5.2.2. If, following an Agreement Date and before the relevant Issue Date, the Issuer or any of the Guarantors becomes aware that the conditions specified in this clause 5.2 will not be satisfied, the case Issuer or any of Notes which are intended the Guarantors shall forthwith notify the relevant Dealer to this effect giving full details thereof. In addition, the Issuer or any of the Guarantors shall take such steps as may reasonably be offered requested by the Arranger and/or the Relevant Dealer, subject to the public in a European Economic Area Member Stateagreement of the Issuer, no such Notes being offered in circumstances which require to remedy and/or publicise the publication of a prospectus under the Prospectus Regulationsame. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎24. In the event that the Relevant Dealer(s) gives notice as aforesaid, the Issuer shall remain liable (under the terms of the Relevant Agreement) for the reasonable expenses of the Dealer(s) party to such Relevant Agreement, incurred prior to or in connection with such termination, unless otherwise agreed between the Issuer and the Dealer(s).

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 Clause 2 (Agreements to issue and purchase Notes) are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Offering Circular as at the relevant Agreement Date in the condition (financial or otherwise) ), business, prospects, properties, shareholders’ ' equity or results of operations of any of the Issuer, the Guarantor Issuer or the Group nor or the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4 (Representations, warranties and undertakings of the Issuer); (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Deed Poll or any Notes which that has not been expressly waived by the relevant Dealer Dealer(s) on or prior to the proposed Issue Date; (c) subject to clause ‎12Clause 12 (Increase in the aggregate nominal amount of the Programme), the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5Clause 3.6) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000US$7,000,000,000; (d) in the case of Notes which that are intended to be listedlisted as set forth in the applicable Pricing Supplement, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant DealerDealer(s), no such change change, whether or not foreseeable, in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant DealerDealer(s), be likely to either either: (i) if the relevant Dealer(s) is/are purchasing such Notes as an underwriter (as such term is defined in Section 2(a)(11) of the Securities Act), prejudice materially the sale by the Dealer such Dealer(s) of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market market, or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the applicable Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under such Notes (including, without limitation, (i) any approvals required from the CMB (including, without limitation, the final CMB approved issuance certificate (in Turkish: ihraç belgesi)) (the "CMB Approval") and from the BRSA (the "BRSA Approval") for the purposes of such issue of Notes; and (ii) to the extent (and in the form) required by applicable law or regulation, the written approval (whether in the form of a tranche issuance certificate (tertip ihraç belgesi) or in any other form required under the applicable legislation) of the CMB for the particular Tranche of Notes and (the Guarantee, respectively"CMB Drawdown Approval"), and the Issuer and the Guarantor each having delivered to the relevant Dealer Dealer(s) certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having beenno credit rating agency that has accorded a rating to any Series of Notes issued under the Programme or any debt securities of the Issuer, in each case, with the written permission of the Issuer, has downgraded, nor given notice or made any public announcement of any intended or potential downgrading, review, or surveillance with negative implications of, the rating accorded by it to such Notes or any other such debt securities of the Issuer at any time between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agencyDate (both dates inclusive); (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes (whether in global or definitive form and, if in definitive form (each as applicableform, with all applicable Receipts, Coupons or Talons) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer(s) and the Fiscal Agent andand/or, if applicable, the Registrar; (j) to the extent applicable, the relevant currency being accepted for settlement by Euroclear and and/or Clearstream, LuxembourgLuxembourg and/or DTC; (k) in the case of Notes represented by Global Notes being sold pursuant to and in reliance upon Rule 144A, such Notes being eligible for clearance and settlement through Euroclear and/or Clearstream Luxembourg and/or DTC, including its participants and indirect participants, to the extent stated in the applicable Pricing Supplement; (l) in the case of Notes represented by Global Notes being sold pursuant to and in reliance upon Regulation S, such Notes being eligible for clearance and settlement through Euroclear and/or Clearstream, Luxembourg and/or DTC, to the extent stated in the applicable Pricing Supplement; (m) the delivery to the relevant custodian of each applicable Global Note representing the relevant Registered Notes, the delivery to the relevant investor(s) of the Notes in definitive form and/or the delivery to the common depositary or, as the case may be, the common safekeepersafekeeper of each applicable Bearer Global Note, of the Global Note in each case as provided in the Agency Agreement; (ln) any calculations or determinations which that are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (mo) in the case of Notes that are intended to be listed on Euronext Dublin: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) either: (A) there being no significant change affecting any matter contained in the Offering Circular in accordance with paragraph 3.10 of the Listing Rules; or (B) if a significant new matter has arisen, the inclusion of information in respect of which would have been required if it had arisen at the time at which the Offering Circular was prepared, a Supplementary Offering Circular having been approved by Euronext Dublin in accordance with the Listing Rules; (iii) the Offering Circular having been approved as listing particulars by Euronext Dublin and having been published in accordance with the Listing Rules; and (iv) the applicable Pricing Supplement having been submitted to Euronext Dublin and published in accordance with the Listing Rules; and (p) in the case of Notes that are intended to be offered to the public in a European Economic Area Member StateState or the United Kingdom, no such Notes being offered in circumstances which that require the publication of a prospectus under the Prospectus RegulationRegulation or the FSMA, respectively. In the event that any of the above conditions is not satisfied, the each relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2 (Agreements to issue and purchase Notes).

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) (save as expressly disclosed in writing by the relevant Issuer to the relevant Dealer prior to such relevant Agreement Date) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Information Memorandum as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the relevant Issuer, CCE (where the Guarantor relevant Issuer is CCE GB) or the Group (taken as a whole) which, in any case, is material in the context of the issue and offering of the Notes, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the relevant Issuer or CCE (where the Guarantor relevant Issuer is CCE GB) under this Agreement, any Notes, the Agency Agreement, the Deed of Covenant, Agreement or the Guarantee or any which is material in the context of the issue and offering of the Notes and which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$3,000,000,000 or its equivalent in other currencies as determined pursuant to sub-clause (5); (d) in the case of Notes which are intended to be listed, the relevant authority or authorities Stock Exchange having agreed to list the such Notes, subject only to the issue of the relevant NotesTemporary Global Note; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the relevant Issuer nor CCE (where the Guarantor being aware relevant Issuer is CCE GB) having been given notice of any circumstances which are likely to would lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer (after prior consultation with the relevant Issuer if practicable), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, Dealer be likely to either (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the relevant Issuer's ’s and/or CCE’s (where the relevant Issuer is CCE GB) debt by Standard & Poor’s Ratings Services, a Division of The XxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”) or the Guarantor's debt and/or Programme by any rating agency Xxxxx’x Investors Service Limited (“Moody’s”) or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any the relevant rating agency; (ih) the forms of the Pricing Supplement, the applicable Temporary Global Notes Note, the Permanent Global Note and the Definitive Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (ji) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgCedelbank; (kj) the delivery to the common depositary or, as (except in the case may be, of calculations or determinations to be made by the common safekeeper, of the Global Note as provided in the Agency Agreement; (lrelevant Dealer) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;; and (mk) in the case of Notes which are intended or required to be offered listed on the Paris Bourse, the registration numbers for the Programme and the visa number for the relevant issue of Notes having been obtained, the consent to such listing having been received from the public Conseil des Marchés Financiers and the required notice légale having been published in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus RegulationBulletin des Annonces Légales Obligatoires. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes or Covered Bonds made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the consolidated condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Covenant or any Notes or Covered Bonds which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1213, the aggregate nominal amount (or, in the case of Notes or Covered Bonds denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes or Covered Bonds to be issued, when added to the aggregate nominal amount (or, in the case of Notes or Covered Bonds denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes or Covered Bonds outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes or Covered Bonds due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€5,000,000,000; (d) in the case of Notes or Covered Bonds which are intended to be listed, the relevant authority or authorities having agreed to list the NotesNotes and Covered Bonds, subject only to the issue of the relevant NotesNotes or Covered Bonds; (e) no meeting of the holders of Notes or Covered Bonds (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the NotesNotes or Covered Bonds, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes or Covered Bonds proposed to be issued or, where relevant, the dealing in such Notes or Covered Bonds in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes or Covered Bonds, as applicable, on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, or Covered Bonds and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantordebt by Moody's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes, Global Covered Bonds, Notes and the Notes Covered Bonds in definitive form and Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes or the Temporary Global Covered Bond and/or the Permanent Global Covered Bond representing the relevant Covered Bonds, as applicable, as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes or Covered Bonds to be listed on the Luxembourg Stock Exchange: (i) the denomination of the Notes or Covered Bonds being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which may affect the assessment of the Notes or Covered Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation pursuant to subclause 5.2; (iii) the Base Prospectus having been approved as a base prospectus by the CSSF and having been published in accordance with the Prospectus Regulation; and (iv) the applicable Final Terms having been published in accordance with the Prospectus Regulation; (n) in the case of Notes or Covered Bonds which are intended to be listed on (i) a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State, no such Notes being offered State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus Regulation. In , the event that any competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the above conditions is not Prospectus Regulation and all requirements under those Articles having been satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2.or

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 2 are conditional on: (a) each Dealer having received, and found satisfactory (in its reasonable opinion) all of the documents and confirmations described in Part 2 of the Initial Documentation List (any Dealer must notify the Arranger and the Issuer within seven London business days of receipt of the documents and confirmations described in Part 2 of the Initial Documentation List if it considers any documentation or confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory); (b) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus or the Preliminary Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the IssuerIssuer and/or the Shareholder Banks which, in any case, is material in the Guarantor or context of the Group issue and offering of the Notes, nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4; (bc) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, any Notes, the applicable VPS Agreement(s), the Agency Agreement, Agreement and the Deed of Covenant, the Guarantee or any Notes Covenant which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (cd) the Shareholders Agreements continuing in full force and effect at the proposed Issue Date; (e) subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5sub-clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000€25,000,000,000; (df) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, such Notes subject only to the relevant issue of the relevant NotesNotes being satisfied that such listing will be granted; (eg) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (fh) in the case of any Regulation S Tranche, there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer(s), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, Dealer be likely to either (i) materially to prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, or where relevant, the dealing in such Notes in the secondary market or (ii) materially to change the circumstances prevailing at the Agreement Date; (gi) in the case of any Rule 144A Tranche, between the Agreement Date and the Issue Date for such Notes, in the opinion of the relevant Dealer(s), none of the following shall have occurred: (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or the American Stock Exchange, or trading in any securities of the Issuer on any exchange, will have been suspended or materially limited or the settlement of such trading generally will have been materially disrupted or minimum prices will have been established on any such exchange by the U.S. Securities and Exchange Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (ii) a banking moratorium will have been declared by federal or state authorities in the United States; (iii) the United States will have become engaged in hostilities, there will have been an escalation in hostilities involving the United States or there will have been a declaration of a national emergency or war by the United States as to make it impracticable or inadvisable to proceed with the offering of the Notes on the terms and in the manner contemplated in the Prospectus; or (iv) there will have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities (or the effect of international conditions on the financial markets in the United States will be such) as to make it impracticable or inadvisable to proceed with the offering of the Notes or on the terms and in the manner contemplated in the Prospectus; (j) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations translation of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (ik) the forms of the Pricing SupplementFinal Terms, the applicable Temporary Bearer Global Note, the Permanent Bearer Global Note, the Reg. S Global Note, the Restricted Global Note and/or the Definitive Notes and the Notes in definitive form Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (jl) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg, DTC and/or the VPS, as the case may be; (km) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; in the case of Notes that are NGCBs, the Principal Paying Agent making the actual instruction to the Common Safekeeper to effectuate each relevant NGCB under the Programme; (ln) any calculations or determinations which are required by the relevant Note Conditions to have been made prior to the Issue Date having been duly made; (mo) in the case of Notes 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, no such Notes being offered State in circumstances which require require, or (in the case of (i) below only) but for the fact that the denomination of the Notes is €100,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus RegulationDirective: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) the Prospectus having been approved as a base prospectus by the CSSF and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of the Notes 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; (p) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other that the Luxembourg Stock Exchange), the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up; (q) the satisfaction and/or waiver of the conditions set out in the Subscription Agreement or any other agreement to issue and purchase the relevant Notes. (r) receipt of notification from Xxxxx'x and/or Fitch that the ratings for Notes described in the relevant Final Terms have been assigned either without conditions or subject only to the execution and delivery on or prior to the Issue Date for the issue of Notes contemplated by the relevant Subscription Agreement, there not having been a public announcement from any of the above rating agencies that such agency has revised downwards or withdrawn or placed on review or "credit watch" with negative implications or with implications of a possible change that does not indicate the direction of such possible change (or other similar publication of formal review by the relevant rating agency) any existing credit rating assigned to the relevant Notes; (s) the relevant Dealer(s) having received a certificate dated as at the relevant proposed Issue Date signed by a director or other duly authorised person of the Issuer to the effect that: (A) the representations and warranties made by the Issuer pursuant to Clause 4.1 are true and correct; (B) the Issuer is in compliance with its undertakings under Clause 5; (C) the certified copies of the constitutive documents of the Issuer submitted as a condition precedent on the first issue or any subsequent issue of Notes, as applicable, under the Programme are accurate and up-to-date (and, to the extent any such constitutive documents have changed since the first issue or any subsequent issue, as applicable, they have been updated); and (D) the Issuer is solvent having regard to the Norwegian Bankruptcy Xxx 0000, Sections 61 to 63. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 2 are conditional on: (a) each Dealer having received, and found satisfactory (in its reasonable opinion) all of the documents and confirmations described in Part 2 of the Initial Documentation List (any Dealer must notify the Arranger and the Issuer within seven London business days of receipt of the documents and confirmations described in Part 2 of the Initial Documentation List if it considers any documentation or confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory); (b) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwiseorotherwise) business, properties, shareholders’ equity or results of operations of any of the IssuerIssuer which is material in the context of the issue and offering of the Notes, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4; (bc) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, any Notes, the applicable VPS Agreement(s), the Agency Agreement, Agreement and the Deed of Covenant, the Guarantee or any Notes Covenant which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (cd) subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5sub-clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000€35,000,000,000; (de) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, such Notes subject only to the relevant issue of the relevant NotesNotes being satisfied that such listing will be granted; (ef) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (fg) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer(s), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, Dealer be likely to either (i) materially to prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, or where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2.market

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue untrue, inaccurate or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44 (as if such representations and warranties were repeated on such date with reference to the then existing circumstances taking into account the issue of such Notes); (b) there being no outstanding breach breach, which is material in the context of the issue of the Notes, of any of the obligations of either the relevant Issuer or and the Guarantor (if applicable) under this Agreement, the Agency AgreementTrust Deed, the Deed of Covenant, the Guarantee or Agency Agreementor any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than europounds sterling, the euro pounds sterling equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than europounds sterling, the euro pounds sterling equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000£1,000,000,000 (or its equivalent in other currencies as determined pursuant to subclause (5)); (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed on or prior to the Issue Date to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer after consultation with the relevant Issuer if practicable, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by success of the Dealer offering and distribution of the Notes proposed to be issued or, where relevant, the dealing in such Notes or dealings in the Notes on the secondary market or (ii) materially change the circumstances prevailing at the Agreement Datemarket; (gf) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes and (if applicable) for the Guarantor to guarantee give the Guarantee in respect of the Notes on the proposed Issue Date and for the relevant Issuer to fulfil its obligations under such Notes and (if applicable) for the Guarantor to fulfil their its obligations under pursuant to the Notes terms of the Guarantee and the Guarantee, respectively, and the relevant Issuer and (if applicable) the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (ig) the forms of the Pricing Supplement, the applicable Global Notes and (including, if applicable, the Guarantee to be enfaced thereon), Notes in definitive form (including, if applicable, the Guarantee to be enfaced thereon) and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the Guarantor (if applicable) the relevant Dealer Dealer, the Trustee and the Fiscal Agent and, if applicable, the RegistrarAgent; (jh) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (ki) the delivery to the common depositary Common Depositary of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (j) no meeting of the holders of the Notes (or any of them) to consider matters which might in the reasonable opinion of the relevant Dealer or the Lead Manager be considered to be material in the context of the issue of such Notes having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and the relevant Issuer and the Guarantor (if applicable) not being aware of any circumstances which are likely to lead to the convening of such a meeting by it; (k) the relevant Issuer delivering to the relevant Dealer (or, in the case of Notes issued on a syndicated basis, the Lead Manager on behalf of the relevant Dealers) such opinions, documents and certificates as such Dealer or Lead Manager, as the case may be, agrees with the common safekeeper, of the Global Note as provided relevant Issuer and in the Agency Agreement;case of an issue by RF, RF and RG prior to the Agreement Date; and (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer and in the case of an issue by RF, RF and RG to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 2 are conditional on: (a) each Dealer having received, and found satisfactory (in its reasonable opinion) all of the documents and confirmations described in Part 2 of the Initial Documentation List (any Dealer must notify the Arranger and the Issuer within seven London business days of receipt of the documents and confirmations described in Part 2 of the Initial Documentation List if it considers any documentation or confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory); (b) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the IssuerIssuer and/or the Shareholder Banks which, in any case, is material in the Guarantor or context of the Group issue and offering of the Notes, nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4; (bc) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, any Notes, the applicable VPS Agreement(s), the Agency Agreement, Agreement and the Deed of Covenant, the Guarantee or any Notes Covenant which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (cd) the Shareholders Agreements continuing in full force and effect at the proposed Issue Date; (e) subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5sub-clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000€35,000,000,000; (df) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, such Notes subject only to the relevant issue of the relevant NotesNotes being satisfied that such listing will be granted; (eg) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (fh) in the case of any Regulation S Tranche, there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer(s), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, Dealer be likely to either (i) materially to prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, or where relevant, the dealing in such Notes in the secondary market or (ii) materially to change the circumstances prevailing at the Agreement Date; (gi) in the case of any Rule 144A Tranche, between the Agreement Date and the Issue Date for such Notes, in the opinion of the relevant Dealer(s), none of the following shall have occurred: (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or the American Stock Exchange, or trading in any securities of the Issuer on any exchange, will have been suspended or materially limited or the settlement of such trading generally will have been materially disrupted or minimum prices will have been established on any such exchange by the U.S. Securities and Exchange Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (ii) a banking moratorium will have been declared by federal or state authorities in the United States; (iii) the United States will have become engaged in hostilities, there will have been an escalation in hostilities involving the United States or there will have been a declaration of a national emergency or war by the United States as to make it impracticable or inadvisable to proceed with the offering of the Notes on the terms and in the manner contemplated in the Prospectus; or (iv) there will have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities (or the effect of international conditions on the financial markets in the United States will be such) as to make it impracticable or inadvisable to proceed with the offering of the Notes or on the terms and in the manner contemplated in the Prospectus; (j) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations translation of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (ik) the forms of the Pricing SupplementFinal Terms, the applicable Temporary Bearer Global Note, the Permanent Bearer Global Note, the Reg. S Global Note, the Restricted Global Note and/or the Definitive Notes and the Notes in definitive form Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (jl) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg, DTC and/or the VPS, as the case may be; (km) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; in the case of Notes that are NGCBs, the Principal Paying Agent making the actual instruction to the Common Safekeeper to effectuate each relevant NGCB under the Programme; (ln) any calculations or determinations which are required by the relevant Note Conditions to have been made prior to the Issue Date having been duly made; (mo) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member StateState in circumstances which require, no such or (in the case of (i) below only) but for the fact that the denomination of the Notes is €100,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Regulation: (i) the denomination of the Notes being offered €100,000 (or its equivalent in any other currency) or more; (ii) the Prospectus having been approved as a base prospectus by the CBI and the applicable Final Terms having been published in accordance with the Prospectus Regulation; (iii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Notes which are intended to be listed or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Regulation; and (iv) the applicable Final Terms having been published in accordance with the Prospectus Regulation; (p) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Euronext Dublin) in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied; (q) the satisfaction and/or waiver of the conditions set out in the Subscription Agreement or any other agreement to issue and purchase the relevant Notes. (r) receipt of notification from Moody's that the ratings for Notes described in the relevant Final Terms have been assigned either without conditions or subject only to the execution and delivery on or prior to the Issue Date for the issue of Notes contemplated by the relevant Subscription Agreement, there not having been a public announcement from any of the above rating agencies that such agency has revised downwards or withdrawn or placed on review or "credit watch" with negative implications or with implications of a possible change that does not indicate the direction of such possible change (or other similar publication of formal review by the relevant rating agency) any existing credit rating assigned to the relevant Notes; (s) the relevant Dealer(s) having received a certificate dated as at the relevant proposed Issue Date signed by a director or other duly authorised person of the Issuer to the effect that: (A) the representations and warranties made by the Issuer pursuant to Clause 4.1 are true and correct; (B) the Issuer is in compliance with its undertakings under Clause 5; (C) the certified copies of the constitutive documents of the Issuer submitted as a condition precedent on the first issue or any subsequent issue of Notes, as applicable, under the Programme are accurate and up-to-date (and, to the extent any such constitutive documents have changed since the first issue or any subsequent issue, as applicable, they have been updated); and (D) the Issuer is solvent having regard to the Norwegian Bankruptcy Xxx 0000, Sections 61 to 63. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The ‌ For each Tranche, the obligations of a Dealer (or Dealers, as the case may be) under any agreement for the issue of and purchase subscription for Notes made pursuant to Clause 2 are conditional upon: 3.2.1 the representations and warranties of the Issuer set out in Clause 4 of this Agreement (save as expressly disclosed in writing by the Issuer to such Dealer prior to such agreement being entered into) being true and correct as of the Agreement Date for such Tranche of Notes made under clause ‎2 are conditional on: (a) and on the Issue Date for such Tranche of Notes by reference to the facts then existing and there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, Issuer which is material in the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any context of the representations issue and warranties contained offering of the Notes of such Series from that set forth in clause ‎4the Registration Document on the relevant Agreement Date; (b) 3.2.2 there being no outstanding breach which has not been waived by the relevant Dealer on the proposed Issue Date of any of the obligations of either the Issuer or the Guarantor under this Agreement, any of the Agency Agreement, the Deed of Covenant, the Guarantee Notes or any Notes of the Transaction Documents to which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Dateit is a party; (c) 3.2.3 subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes issued by the Issuer outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) ), not exceeding EUR 3,000,000,000;the Issuer Limit;‌ (d) 3.2.4 in the case of Notes which are intended to be listedlisted on the Issue Date, the relevant authority or authorities listing authority, stock exchange and/or quotation system on which the Notes may be admitted having agreed to list such Notes subject to their issue and where a Securities Note is required, the NotesSecurities Note has been lodged with the Irish Stock Exchange and/or such other listing authority, subject only stock exchange or quotation system on which such Notes are to be listed, traded or quoted and, if relevant, any certificate of approval under Article 24 and Article‌ 25 of the Prospectus Regulation having been provided to the issue competent authority in each Member State agreed between the Issuer and the Dealer or the Lead Manager and any other actions necessary or desirable to ensure that offers of Notes may be made to the public in compliance with all applicable laws in such Member State having been completed; 3.2.5 no meeting (of which particulars have not been supplied to the relevant Dealer(s) in writing prior to the Agreement Date) of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) Noteholders having been duly convened but not yet held or, if held convened but adjourned, the adjourned meeting having not been held continued and neither the Issuer nor the Guarantor being aware unaware of any circumstances which are likely to lead to the convening of such a meeting; (f) 3.2.6 there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) materially prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) 3.2.7 the forms of the Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) Trade Documents in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer(s), the Trustee and the Fiscal Principal Paying Agent andor, if applicableas the case may be, the Registrar; 3.2.8 the execution of the Applicable Supplement by the Issuer and the delivery thereof to the relevant Dealer; 3.2.9 the execution and delivery of the Trade Documents relating to such Tranche by each of the parties thereto; 3.2.10 the execution and delivery of the Notes by the Issuer, the authentication thereof by the Issue Agent (jin relation to Bearer Notes) or the Registrar (in relation to Registered Notes) and (if applicable) the delivery thereof to a depositary or a common depositary for (in the case of Bearer Notes) or the registration of the Notes in the name of a nominee for (in the case of Registered Notes) Euroclear and/or Clearstream, Luxembourg or such other clearing system as is specified in the relevant Applicable Supplement; 3.2.11 there having been, since the relevant Agreement Date, no downgrading, nor any notice to the Issuer of any intended or potential downgrading or any public notice of possible change that does not indicate the direction of a possible change in the rating accorded to any Notes of the Issuer by the Rating Agencies which have been appointed in connection with such Notes; 3.2.12 in relation to any Tranche which is syndicated among a group of Dealers, a certificate signed by a director or other equivalent senior officer of the Issuer to the effect that the Registration Document together with any Securities Note contains all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and nothing has happened or is expected to happen which would require the Registration Document together with any Securities Note to be supplemented or updated; 3.2.13 the relevant currency of the Tranche proposed to be issued being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg or such other clearing system as is specified in the relevant Applicable Supplement; (k) 3.2.14 the delivery relevant Dealer having received evidence to their reasonable satisfaction that the common depositary orissue of Notes denominated in such currency is not contrary to any applicable law, as the case may bestatute or regulation and that all necessary consents, the common safekeeper, of the Global Note as provided in the Agency Agreementlicences and approvals have been obtained for such issue; (l) 3.2.15 any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) 3.2.16 the receipt of any legal opinion by the relevant Dealer if so required in accordance with Clause 3.4; and 3.2.17 in respect of a rated Series of Notes, the case receipt of the rating relating to the particular Series of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulationfrom each relevant Rating Agency. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group taken as a whole which, in any case, is material in the context of the issue and offering of the Notes from that set forth in the Offering Circular on the relevant Agreement Date, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either by the Issuer or the Guarantor of any of its obligations under this Agreement, Agreement or the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreementclause 1) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000;U.S.$1,500,000,000 or its equivalent in other currencies, as determined pursuant to sub-clause (5); -------------------------------------------------------------------------------- 13 -------------------------------------------------------------------------------- (d) in the case of Notes which are intended to be listed, the relevant authority or authorities Stock Exchange having agreed to list the Notes, subject only to the issue of the relevant such Notes; (e) no meeting of the holders of Notes (or any of them) to consider matters which might in the reasonable opinion of the relevant Dealer be considered to be material in the context of the issue of the Notes having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held held, and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as which would, in the opinion of the relevant DealerDealer (after consultation, if practicable, with the Issuer), be likely to either either: (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market issued; or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing Supplement, the applicable Temporary Bearer Global Notes and the Notes in definitive form Note, Permanent Bearer Global Note, Reg. S Global Note, Restricted Global Note, Definitive Note, Receipt, Coupon, Talon (each as applicable) and the Conditions in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (jh) in respect of the relevant currency in which such Notes are to be denominated, such currency being accepted for settlement by Euroclear and Clearstream, Luxembourg;; and (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (li) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. 5.3.1 The obligations of a Dealer the Dealers under any agreement for the issue and purchase subscription for, or the procurement of subscription of, the Notes made under pursuant to clause ‎2 4 are conditional onupon: (a) 5.3.1.1 there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date existing in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the IssuerIssuer which might, in the Guarantor or reasonable opinion of the Group relevant Dealer, be considered to be material in the context of the issue and offering of the Notes from that set forth in the Programme Memorandum as at the relevant Agreement Date, nor the occurrence of any event making untrue or incorrect in any material respect, any of the representations and warranties contained in clause ‎46; (b) 5.3.1.2 subject to clause 17, the maximum aggregate Nominal Amount of all Notes from time to time Outstanding not exceeding ZAR20,000,000,000; 5.3.1.3 there being no outstanding breach of any of the material obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes Tranche of Notes, as the case may be, which has not been remedied or expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000; (d) 5.3.1.4 in the case of Notes which are intended to be listed, the relevant authority or authorities Financial Exchange(s) having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no 5.3.1.5 a meeting of the holders of Notes Noteholders (or any class of them) to consider matters which might, in the reasonable opinion of the relevant Dealer, be considered to be material in the context of the issue of any further Notes having been duly convened but convened, whether or not as yet held orheld, if held but adjourned, the or whether adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) 5.3.1.6 there having been, been between the Agreement Date and the Issue Date for the such Notes, in the reasonable opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer success of the offering and distribution of the proposed Tranche of Notes proposed to be issued or, where relevant, the dealing or dealings in such Tranche of Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Datemarket; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) 5.3.1.7 there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme ’s debt, nor a withdrawal by any Rating Agency, nor any public notice of any intended or potential downgrading or withdrawal, of the rating agency given by such Rating Agency or the placing of the Issuer on "“Creditwatch" ” with negative implications or similar publication of for formal review with negative implications by any the relevant Rating Agency. For the avoidance of doubt, only a Rating Agency that has been formally appointed by the Issuer and and that has given a rating agencyin respect of the Issuer may place the Issuer on “Creditwatch”; (i) 5.3.1.8 the forms of the Applicable Pricing Supplement, the applicable Global Notes and Individual Certificates (if any), the Notes in definitive form (each as applicable) in relation to the relevant Tranche CSD electronic settlement instruction and the relevant settlement procedures having been agreed by between the Issuer, the relevant Dealer Dealers and the Fiscal Agent and, if applicable, the RegistrarTransfer Agent; (j) 5.3.1.9 the relevant currency Specified Currency being accepted for settlement by Euroclear and Clearstream, Luxembourg;the CSD; and (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) 5.3.1.10 any calculations or and/or determinations (which are required by the relevant Terms and Conditions to have been made prior to the Issue Date Date) having been duly made;. (m5.3.2 If, following an Agreement Date and before the relevant Issue Date, the Issuer becomes aware that the conditions specified in clause 5.3.1 will not be satisfied, the Issuer shall forthwith notify the relevant Dealer(s) in to this effect giving full details thereof. In addition, the case of Notes which are intended to Issuer shall take such steps as may reasonably be offered requested by the Arranger and/or the relevant Dealer(s), subject to the public in a European Economic Area Member Stateagreement of the Issuer, no such Notes being offered in circumstances which require to remedy and/or communicate and/or publicise the publication of a prospectus under the Prospectus Regulationsame. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not boundobliged) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎24. In the event that the relevant Dealer(s) gives notice as aforesaid, the Issuer shall remain liable (pursuant to the terms of the Relevant Agreement) for the reasonable expenses of the Dealer(s) party to such Relevant Agreement, incurred prior to or in connection with such termination, unless otherwise agreed between the Issuer and the Dealer(s).

Each issue. The For each Tranche, the obligations of a Dealer (or Dealers, as the case may be) under any agreement for the issue of and purchase of subscription for Notes made under clause ‎2 pursuant to Clause 2 are conditional onupon: 3.2.1 the representations and warranties of the Issuer set out in Clause 4 of this Agreement (asave as expressly disclosed in writing by the Issuer to such Dealer prior to such agreement being entered into) being true and correct on the proposed Issue Date by reference to the facts then existing (it being expressly understood that whenever a Dealer agrees to subscribe for Notes such agreement shall be on the basis of, and in reliance on, a representation which the Issuer shall be deemed to make on the Agreement Date to the effect that the representations and warranties are (save as aforesaid) true and correct on such date) and there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, Issuer which is material in the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any context of the representations issue and warranties contained offering of the Notes of such Series from that set forth in clause ‎4the Registration Document on the relevant Agreement Date; (b) 3.2.2 there being no outstanding breach which has not been waived by the relevant Dealer on the proposed Issue Date of any of the obligations of either the Issuer or the Guarantor under this Agreement, any of the Agency Agreement, the Deed of Covenant, the Guarantee Notes or any Notes of the Transaction Documents to which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Dateit is a party; (c) 3.2.3 subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes issued by the Issuer outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) ), not exceeding EUR 3,000,000,000the Issuer Limit; (d) 3.2.4 in the case of Notes which are intended to be listedlisted on the Issue Date, the relevant authority or authorities listing authority, stock exchange and/or quotation system on which the Notes may be admitted having agreed to list such Notes subject to their issue and where a Securities Note is required, the NotesSecurities Note has been lodged with Euronext Dublin and/or such other listing authority, subject only stock exchange or quotation system on which such Notes are to be listed, traded or quoted and, if relevant, any certificate of approval under Article 24 and 25 of the Prospectus Regulation having been provided to the issue competent authority in each Member State agreed between the Issuer and the Dealer or the Lead Manager and any other actions necessary or desirable to ensure that offers of Notes may be made to the public in compliance with all applicable laws in such Member State having been completed; 3.2.5 no meeting (of which particulars have not been supplied to the relevant Dealer(s) in writing prior to the Agreement Date) of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) Noteholders having been duly convened but not yet held or, if held convened but adjourned, the adjourned meeting having not been held continued and neither the Issuer nor the Guarantor being aware unaware of any circumstances which are likely to lead to the convening of such a meeting; (f) 3.2.6 there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) materially prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) 3.2.7 the forms of the Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) Trade Documents in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer(s), the Trustee and the Fiscal Principal Paying Agent andor, if applicableas the case may be, the Registrar; 3.2.8 the execution of the Applicable Supplement by the Issuer and the delivery thereof to the relevant Dealer; 3.2.9 the execution and delivery of the Trade Documents relating to such Tranche by each of the parties thereto; 3.2.10 the execution and delivery of the Notes by the Issuer, the authentication thereof by the Issue Agent (jin relation to Bearer Notes) or the Registrar (in relation to Registered Notes) and (if applicable) the delivery thereof to a depositary or a common depositary for (in the case of Bearer Notes) or the registration of the Notes in the name of a nominee for (in the case of Registered Notes) Euroclear and/or Clearstream, Luxembourg or such other clearing system as is specified in the relevant Applicable Supplement; 3.2.11 there having been, since the relevant Agreement Date, no downgrading, nor any notice to the Issuer of any intended or potential downgrading or any public notice of possible change that does not indicate the direction of a possible change in the rating accorded to any Notes of the Issuer by the Rating Agencies which have been appointed in connection with such Notes; 3.2.12 in relation to any Tranche which is syndicated among a group of Dealers, a certificate signed by a director or other equivalent senior officer of the Issuer to the effect that the Registration Document together with any Securities Note contains all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and nothing has happened or is expected to happen which would require the Registration Document together with any Securities Note to be supplemented or updated; 3.2.13 the relevant currency of the Tranche proposed to be issued being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg or such other clearing system as is specified in the relevant Applicable Supplement; (k) 3.2.14 the delivery relevant Dealer having received evidence to their reasonable satisfaction that the common depositary orissue of Notes denominated in such currency is not contrary to any applicable law, as the case may bestatute or regulation and that all necessary consents, the common safekeeper, of the Global Note as provided in the Agency Agreementlicences and approvals have been obtained for such issue; (l) 3.2.15 any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) 3.2.16 the receipt of any legal opinion by the relevant Dealer if so required in accordance with Clause 3.4; and 3.2.17 in respect of a rated Series of Notes, the case receipt of the rating relating to the particular Series of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulationfrom each relevant Rating Agency. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at not occurred between the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition and Issue Date (financial or otherwiseboth dates inclusive) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material in the context of the issue and offering of the Notes any of the representations and warranties contained in clause ‎44 (save as expressly disclosed in writing to and acknowledged for the purposes of the issue of Notes in writing by such Dealer); (b) there being no outstanding breach of any of the obligations of either any of the Issuer or the Guarantor Issuer, PT and PTC under this Agreement, the Trust Deed, the Agency Agreement, the Deed of Covenant, the Guarantee Keep Well Agreements or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue DateDate and which is material in the context of the issue and offering of the Notes; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000€7,500,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer (after consultation with the Issuer, if practicable), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Dateissued; (gf) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date for PT and for the Issuer and the Guarantor PTC to fulfil their obligations under the Notes Keep Well Agreements and the GuaranteeIssuer, respectively, PT and the Issuer and the Guarantor each PTC having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (hg) except only in relation to an issue made pursuant to a Subscription Agreement, there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's ’s and PT’s debt by Standard & Poor’s or the Guarantor's debt and/or Programme by any rating agency Moody’s or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any the relevant rating agency; (ih) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer, the Trustee and the Fiscal Principal Paying Agent and, if applicable, the Registrar; (ji) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (kj) the delivery to the Registrar as custodian of the Regulation S Global Note representing the relevant Registered Notes and/or the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Bearer Global Note and/or the Permanent Bearer Global Note representing the relevant Bearer Notes, in each case as provided in the Agency AgreementTrust Deed; (lk) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (l) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Offering Circular having been published in accordance with the Prospectus Directive pursuant to Clause 5.2; and (iii) the Offering Circular having been approved as a base Prospectus by the Financial Services Authority and the applicable Final Terms having been published in accordance with the Prospectus Directive; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member StateState and which are not intended to be listed on a European Economic Area Stock Exchange, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective; (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the London Stock Exchange) or offered to the public in a European Economic Area Member State (other than the United Kingdom) in circumstances which require the publication of a prospectus under the Prospectus Directive, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up; (o) the receipt of any comfort letter by such Dealer if so required in accordance with and pursuant to clause 5(8); and (p) the receipt of any legal opinion by such Dealer if so required in accordance with and pursuant to clause 3(5). In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. ‌ The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 2 are conditional on: (a) each Dealer having received, and found satisfactory (in its reasonable opinion) all of the documents and confirmations described in Part 2 of the Initial Documentation List (any Dealer must notify the Arranger and the Issuer within seven London business days of receipt of the documents and confirmations described in Part 2 of the Initial Documentation List if it considers any documentation or confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be deemed to consider the documents and confirmations to be satisfactory); (b) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the IssuerIssuer and/or the Shareholder Banks which, in any case, is material in the Guarantor or context of the Group issue and offering of the Notes, nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4; (bc) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, any Notes, the applicable VPS Agreement(s), the Agency Agreement, Agreement and the Deed of Covenant, the Guarantee or any Notes Covenant which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (cd) the Shareholders Agreements continuing in full force and effect at the proposed Issue Date; (e) subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5sub-clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000;€35,000,000,000;‌ (df) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, such Notes subject only to the relevant issue of the relevant NotesNotes being satisfied that such listing will be granted; (eg) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (fh) in the case of any Regulation S Tranche, there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer(s), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, Dealer be likely to either (i) materially to prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, or where relevant, the dealing in such Notes in the secondary market or (ii) materially to change the circumstances prevailing at the Agreement DateDate;‌ (i) in the case of any Rule 144A Tranche, between the Agreement Date and the Issue Date for such Notes, in the opinion of the relevant Dealer(s), none of the following shall have occurred:‌ (i) trading in securities generally on the New York Stock Exchange, the NASDAQ Stock Market or the American Stock Exchange, or trading in any securities of the Issuer on any exchange, will have been suspended or materially limited or the settlement of such trading generally will have been materially disrupted or minimum prices will have been established on any such exchange by the U.S. Securities and Exchange Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (gii) a banking moratorium will have been declared by federal or state authorities in the United States; (iii) the United States will have become engaged in hostilities, there will have been an escalation in hostilities involving the United States or there will have been a declaration of a national emergency or war by the United States as to make it impracticable or inadvisable to proceed with the offering of the Notes on the terms and in the manner contemplated in the Prospectus; or (iv) there will have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities (or the effect of international conditions on the financial markets in the United States will be such) as to make it impracticable or inadvisable to proceed with the offering of the Notes or on the terms and in the manner contemplated in the Prospectus; (j) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations translation of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (ik) the forms of the Pricing SupplementFinal Terms, the applicable Temporary Bearer Global Note, the Permanent Bearer Global Note, the Reg. S Global Note, the Restricted Global Note and/or the Definitive Notes and the Notes in definitive form Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (jl) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg, DTC and/or Euronext VPS, as the case may be; (km) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; in the case of Notes that are NGCBs, the Principal Paying Agent making the actual instruction to the Common Safekeeper to effectuate each relevant NGCB under the Programme; (ln) any calculations or determinations which are required by the relevant Note Conditions to have been made prior to the Issue Date having been duly made; (mo) in the case of Notes which are intended to be listed on Euronext Dublin or offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Regulation:‌ (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) the Prospectus having been approved as a base prospectus by the CBI and the applicable Final Terms having been published in accordance with the Prospectus Regulation; (iii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the Notes which are intended to be listed or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Prospectus having been published in accordance with the Prospectus Regulation; and (iv) the applicable Final Terms having been published in accordance with the Prospectus Regulation; (p) in the case of Notes which are intended to be listed on a European Economic Area Member State, no such Notes being offered Stock Exchange (other than Euronext Dublin) in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied;‌ (q) the satisfaction and/or waiver of the conditions set out in the Subscription Agreement or any other agreement to issue and purchase the relevant Notes. (r) receipt of notification from Xxxxx'x that the ratings for Notes described in the relevant Final Terms have been assigned either without conditions or subject only to the execution and delivery on or prior to the Issue Date for the issue of Notes contemplated by the relevant Subscription Agreement, there not having been a public announcement from any of the above rating agencies that such agency has revised downwards or withdrawn or placed on review or "credit watch" with negative implications or with implications of a possible change that does not indicate the direction of such possible change (or other similar publication of formal review by the relevant rating agency) any existing credit rating assigned to the relevant Notes; (s) the relevant Dealer(s) having received a certificate dated as at the relevant proposed Issue Date signed by a director or other duly authorised person of the Issuer to the effect that: (A) the representations and warranties made by the Issuer pursuant to Clause 4.1 are true and correct; (B) the Issuer is in compliance with its undertakings under Clause 5; (C) the certified copies of the constitutive documents of the Issuer submitted as a condition precedent on the first issue or any subsequent issue of Notes, as applicable, under the Programme are accurate and up-to-date (and, to the extent any such constitutive documents have changed since the first issue or any subsequent issue, as applicable, they have been updated); and (D) the Issuer is solvent having regard to the Norwegian Bankruptcy Xxx 0000, Sections 61 to 63. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue untrue, inaccurate or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44 (as if such representations and warranties were repeated on such date with reference to then existing circumstances taking into account the issue of such Notes); (b) there being no outstanding breach which is material in the context of the issue of the Notes, of any of the obligations of either the relevant Issuer or and the Guarantor (if applicable) under this Agreement, the Agency AgreementTrust Deed, the Deed of Covenant, the Guarantee Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than europounds sterling, the euro pounds sterling equivalent (determined as provided in subclause ‎3.5clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than europounds sterling, the euro pounds sterling equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000£1,000,000,000 (or its equivalent in other currencies as determined pursuant to clause 3.5; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed on or prior to the Issue Date to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer after consultation with the relevant Issuer if practicable, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, Dealer be likely to either (i) prejudice materially the sale by success of the Dealer offering and distribution of the Notes proposed to be issued or, where relevant, the dealing in such Notes or dealings in the Notes on the secondary market or (ii) materially change the circumstances prevailing at the Agreement Datemarket; (gf) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes and (if applicable) for the Guarantor to guarantee give the Guarantee in respect of the Notes on the proposed Issue Date and for the relevant Issuer to fulfil its obligations under such Notes and (if applicable) for the Guarantor to fulfil their its obligations under pursuant to the Notes terms of the Guarantee and the Guarantee, respectively, and the relevant Issuer and (if applicable) the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, . approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (ig) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and (including, if applicable, the Guarantee to be enfaced thereon), Notes in definitive form (including, if applicable, the Guarantee to be enfaced thereon) and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the Guarantor (if applicable) the relevant Dealer Dealer, the Trustee and the Fiscal Agent and, if applicable, the RegistrarAgent; (jh) the relevant currency being accepted for settlement by Euroclear and ClearstreamClearstream Luxembourg; (i) the delivery to the Common Depositary of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (j) no meeting of the holders of the Notes (or any of them) to consider matters which might in the reasonable opinion of the relevant Dealer or the Lead Manager be considered to be material in the context of the issue of such Notes having been duly convened but not yet held or, Luxembourgif held but adjourned, the adjourned meeting having not been held and the relevant Issuer and the Guarantor (if applicable) not being aware of any circumstances which are likely to lead to the convening of such a meeting by it; (k) the delivery relevant Issuer delivering to the common depositary relevant Dealer (or, in the case of Notes issued on a syndicated basis, the Lead Manager on behalf of the relevant Dealers) such opinions, documents and certificates as such Dealer or Lead Manager, as the case may be, agrees with the common safekeeper, of the Global Note as provided relevant Issuer and in the Agency Agreement;case of an issue by RF, RF and RG prior to the Agreement Date; and (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer and in the case of an issue by RF, RF and RG to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Offering Circular as at the relevant Agreement Date in the condition (financial or otherwise) businessof either the relevant Issuer or the Guarantor (where the relevant Issuer is CSF) and its consolidated subsidiaries taken as a whole which, propertiesin any case, shareholders’ equity or results of operations of any is material in the context of the Issuerissue and offering of the Notes, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44 or resulting in a material misstatement in or material omission from the Offering Circular; (b) there being no outstanding breach of any of the obligations of either the relevant Issuer or the Guarantor (where the relevant Issuer is CSF) under this Agreement, the Agency AgreementTrust Deed, the Deed of Covenant, the Guarantee Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than eurosterling, the euro sterling equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than eurosterling, the euro sterling equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000£2,500,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes called to resolve matters which would be material in the context of the proposed issue and purchase of the Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the relevant Issuer nor the Guarantor (where the relevant Issuer is CSF) being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer after consultation with the relevant Issuer if reasonably practicable, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, or where relevant, relevant the dealing in such Notes in the secondary market would or (ii) would be likely to materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes and the Guarantor (where the relevant Issuer is CSF) to guarantee the Notes on the proposed Issue Date and for the relevant Issuer and the Guarantor (where the relevant Issuer is CSF) to fulfil their obligations under the such Notes and the GuaranteeTrust Deed, respectively, and the relevant Issuer and the Guarantor (where the relevant Issuer is CSF) each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the relevant Issuer's or the Guarantor's senior debt and/or Programme by any rating agency Standard & Poor's, Fitch Ratings Ltd or Moody's or the placing on "Creditwatch" with negative implications or similar publication of formal review with negative implications by any the relevant rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the relevant Dealer Dealer, the Trustee and the Fiscal Agent and, if applicable, the RegistrarPrincipal Paying Agent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, Common Depositary of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement;; and (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's ’s or the Guarantor's ’s debt and/or Programme by any rating agency or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 2 are conditional onupon: (ai) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained of the Issuer set out in clause ‎4Clause 4 (except as expressly disclosed in writing by the Issuer to, and acknowledged in writing by, such Dealer prior to such agreement being entered into) being, in all material respects, true and correct on the Agreement Date and Issue Date by reference to the facts then existing; (bii) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Notes or the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes Agreement which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (ciii) subject to clause ‎12Clause 10, the aggregate nominal principal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal principal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S. $20,000,000,000 or its equivalent in other currencies as determined pursuant to sub-clause (g); (div) in the case of Notes which are intended to be listed, the relevant authority or authorities Stock Exchange having agreed to list the Notes, subject only to the issue of the relevant such Notes; (ev) no meeting of the holders of Notes (or any of them) to consider matters which might, in the reasonable opinion of the relevant Dealer, be considered to be material in the context of the issue of the Notes having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (fvi) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the sole opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (ivii) the forms of the Pricing SupplementFinal Terms, the applicable Temporary Global Notes Note, the Permanent Global Note (or Registered Note) and the Notes in definitive form (each as applicable) Definitive Notes, if any, in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (jviii) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg (or such other clearing system as the Issuer and relevant Dealers may agree); (kix) there having been, between the delivery Agreement Date and the Issue Date, no material adverse change in the credit rating(s) given to the common depositary orNotes by Moody’s or S&P or any published indication by either such rating agency that it may materially change such ratings, as or that such ratings are to be or are listed on “Creditwatch” or other similar publication of formal review by the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreementrelevant rating agency; (lx) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (mxi) in the Issuer having delivered to the Lead Manager or the Dealers (or Dealer), as the case may be, any additional documentation concerning any relevant issue that has been agreed upon by the Issuer and the Lead Manager or the Dealers (or Dealer, as the case may be); and (xii) upon the request of Notes which are intended to be offered such entity, the Issuer having delivered to the public Lead Manager, the Dealers (or Dealer, as the case may be), a certificate signed by a duly authorized officer of the Issuer to the effect that the foregoing conditions (other than the conditions set out in a European Economic Area Member Statesubclauses (vi), no such Notes being offered in circumstances (viii) and (x)) have been satisfied, which require certificate may take the publication form of a prospectus under the Prospectus RegulationSchedule A-2. In the event that If any of the above foregoing conditions is are not satisfied, the relevant Dealer shall be entitled (but not bound) by written notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes or Covered Bonds made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the consolidated condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Covenant or any Notes or Covered Bonds which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1213, the aggregate nominal amount (or, in the case of Notes or Covered Bonds denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes or Covered Bonds to be issued, when added to the aggregate nominal amount (or, in the case of Notes or Covered Bonds denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes or Covered Bonds outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes or Covered Bonds due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€4,000,000,000; (d) in the case of Notes or Covered Bonds which are intended to be listed, the relevant authority or authorities having agreed to list the NotesNotes and Covered Bonds, subject only to the issue of the relevant NotesNotes or Covered Bonds; (e) no meeting of the holders of Notes or Covered Bonds (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the NotesNotes or Covered Bonds, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes or Covered Bonds proposed to be issued or, where relevant, the dealing in such Notes or Covered Bonds in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes or Covered Bonds, as applicable, on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, or Covered Bonds and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantordebt by Moody's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes, Global Covered Bonds, Notes and the Notes Covered Bonds in definitive form and Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes or the Temporary Global Covered Bond and/or the Permanent Global Covered Bond representing the relevant Covered Bonds, as applicable, as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes or Covered Bonds: (i) the denomination of the Notes or Covered Bonds being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which may affect the assessment of the Notes or Covered Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation pursuant to clause 5.2; (iii) in the case of Notes or Covered Bonds which are intended to be listed on the Luxembourg Stock Exchange, the Base Prospectus having been approved as a base prospectus by the CSSF and having been published in accordance with the Prospectus Regulation; and (iv) the applicable Final Terms having been published in accordance with the Prospectus Regulation; and (n) in the case of Notes or Covered Bonds which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State, no such Notes being offered State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Offering Circular as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity prospects or results of operations of any of the IssuerIssuer and its subsidiaries considered as a whole, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$5,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingheld; (f) there having beenoccurred, between the Agreement Date and the Issue Date for such Notes, none of the Notesfollowing: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, no if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such change relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Offering Circular, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or international financialin respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, political declared by the relevant national authority; (c) the outbreak or economic escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions or currency exchange rates or exchange controls as wouldthat exist on such Agreement Date) if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, be likely if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to either (imake it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) prejudice materially of offers to purchase Notes or the sale purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Dealer Offering Circular, as amended or supplemented; (d) the suspension in trading in the securities of the Notes proposed to be issued Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, where relevantif more than one, the dealing in relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the secondary market manner contemplated by the Offering Circular, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer's senior debt securities by any "nationally recognized statistical rating organisation", as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (iif) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially change impairs the circumstances prevailing at investment quality of the Agreement DateNotes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the such Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's debt by Standard & Poor's, Moody's or the Guarantor's debt and/or Programme by any rating agency Fitch Ratings Ltd. or the placing on "CreditwatchCREDITWATCH" with negative negaxxxx implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement;; and (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The For each Tranche, the obligations of a Dealer under any agreement for the issue of and purchase of subscription for Notes made under clause ‎2 pursuant to Clause 2 (Agreement to Issue and Subscribe for Notes) are conditional onupon: 3.2.1 the representations and warranties of the Issuer set out in Clause 4 (aRepresentations and Warranties) of this Agreement (save as expressly disclosed in writing by the Issuer to such Dealer prior to such agreement being entered into) being true and correct on the proposed Issue Date by reference to the facts then existing (it being expressly understood that whenever a Dealer agrees to subscribe for Notes such agreement shall be on the basis of, and in reliance on, a representation which the Issuer shall be deemed to make on the Agreement Date to the effect that the representations and warranties are (save as aforesaid) true and correct on such date) and there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, Issuer which is material in the Guarantor context of the issue and offering of the Notes of such Series from that set forth in the Base Prospectus or the Group nor applicable Issue Terms on the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4relevant Agreement Date; (b) 3.2.2 there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, any of the Agency Agreement, the Deed of Covenant, the Guarantee Notes or any Notes of the Transaction Documents or Trade Documents to which it is a party which is material in the context of the proposed issue and which has not been expressly waived by the relevant Dealer or Dealers on or prior to the proposed Issue Date; (c) 3.2.3 subject to clause ‎12Clause 13 (Increase in the Issuer Limit), the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000the Issuer Limit; (d) 3.2.4 in the case of Notes which are intended to be listed, the relevant authority or authorities Stock Exchange having agreed to list such Notes and the Notesrelevant Issue Terms have been approved by such Stock Exchange and/or relevant competent authority (as applicable); 3.2.5 in respect of a further Tranche of an existing Series, subject only no meeting (of which particulars have not been supplied to the issue relevant Dealer or Dealers in writing prior to the Agreement Date) of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) Noteholders having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held convened and neither the Issuer nor the Guarantor being aware unaware of any circumstances which are likely to lead to the convening of such a meeting; (f) 3.2.6 there having been, between the Agreement Date and the Issue Date for the such Notes, in the reasonable opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (ia) materially prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (iib) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) 3.2.7 the forms of the Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) Trade Documents in relation to the relevant Tranche Series and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer, the Trustee and the Fiscal Principal Paying Agent andor, if applicableas the case may be, the Registrar; 3.2.8 the execution of the relevant Issue Terms by the Issuer and the delivery thereof to the relevant Dealer or Dealers; 3.2.9 the execution and delivery of the Trade Documents relating to such Tranche by each of the parties thereto; 3.2.10 the execution and delivery of the Notes by the Issuer, the authentication thereof by the Principal Paying Agent and (jif applicable) the delivery thereof to a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg or such other clearing system as specified in the relevant Issue Terms; 3.2.11 in relation to any Tranche which is syndicated among a group of Dealers, a certificate signed by a director or other equivalent senior officer of the Issuer to the effect that the Base Prospectus or the applicable Issue Terms complies with the requirements of the EU Prospectus Regulation and contains all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and nothing has happened or is expected to happen which would require the Base Prospectus or the applicable Issue Terms to be supplemented or updated; 3.2.12 the relevant currency of the Tranche proposed to be issued being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg or such other clearing system as is so specified in the relevant Issue Terms; (k) 3.2.13 the delivery relevant Dealer or Dealers having received evidence to their reasonable satisfaction that the common depositary orissue of Notes denominated in such currency is not contrary to any applicable law, as the case may bestatute or regulation and that all necessary consents, the common safekeeper, of the Global Note as provided in the Agency Agreementlicences and approvals have been obtained for such issue; (l) 3.2.14 any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;; and 3.2.15 the receipt of any legal opinion and/or reports by the auditors of the Issuer, if any, by the relevant Dealer or Dealers if so required in accordance with Clause 3.4 (m) in the case Updating of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulationlegal opinions). In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2 (Agreement to Issue and Subscribe for Notes).

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Offering Circular as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity prospects or results of operations of any of the IssuerIssuer and its subsidiaries considered as a whole, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$4,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingheld; (f) there having beenoccurred, between the Agreement Date and the Issue Date for such Notes, none of the Notesfollowing: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, no if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such change relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Offering Circular, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or international financialin respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, political declared by the relevant national authority; (c) the outbreak or economic escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions or currency exchange rates or exchange controls as wouldthat exist on such Agreement Date) if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, be likely if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to either (imake it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) prejudice materially of offers to purchase Notes or the sale purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Dealer Offering Circular, as amended or supplemented; (d) the suspension in trading in the securities of the Notes proposed to be issued Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, where relevantif more than one, the dealing in relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the secondary market manner contemplated by the Offering Circular, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer's senior debt securities by any "nationally recognized statistical rating organisation", as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (iif) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially change impairs the circumstances prevailing at investment quality of the Agreement DateNotes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the such Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's debt by Standard & Poor's, Moody's or the Guarantor's debt and/or Programme by any rating agency Fitch Ratings Ltd. or the placing on "CreditwatchCREDITWATCH" with negative xxxxxive implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement;; and (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, change nor any development or event or development involving reasonably likely to involve a prospective material change which is materially adverse change to the condition (financial or other), prospects, results of operations or general affairs of the Group from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Covenant or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (ed) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (fe) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international monetary, financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (gf) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectivelyNotes, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (hg) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer Issuer’s debt by Standard & Poor’s, Moody’s or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency Fitch or the placing on "Creditwatch" with negative implications or similar publication of formal review by any the relevant rating agency; (ih) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons and Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicableAgent, the RegistrarRegistrar or the Swiss Agent, as the case may be; (ji) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and/or the Intermediary; (j) the delivery of the Notes as provided in clause 2.2; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (l) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more or, where Notes will only be traded on a QI Segment, the denomination of Notes being €1,000 (or its equivalent in any other currency) or more and no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation; and (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which may affect the assessment of the Notes or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation pursuant to clause 5.2; (m) in the case of Notes which are intended to be listed on the Luxembourg Stock Exchange the Base Prospectus having been approved as a base prospectus by the CSSF and the applicable Final Terms having been published in accordance with the Prospectus Regulation; (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange), the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied; and (o) in the case of Notes which are intended to be offered to the public in a European Economic Area Member StateState and which are not intended to be listed on a European Economic Area Stock Exchange and/or offered to the public in the United Kingdom, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus RegulationRegulation or the FSMA, respectively. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. 4.2.1 The obligations of a Relevant Dealer under any agreement for the issue and purchase of of, the subscription or procuring the subscription for Notes made under pursuant to clause ‎2 3 are conditional on:upon - (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of 4.2.1.1 the representations and warranties contained set out in clause ‎45, being true, accurate and correct, in each case as if such representations and warranties were repeated on the relevant Issue Date; (b) 4.2.1.2 there being no outstanding breach of any of the material obligations of either the Issuer or the Guarantor Guarantors under this Agreement, the Agency AgreementProgramme Memorandum, the Deed of Covenantany Notes, the Guarantee or any Notes the Agency Agreement having occurred prior to Issue Date, which has not been expressly waived in writing by the relevant Relevant Dealer or remedied by the Issuer or the Guarantors, as the case may be, on or prior to the proposed Issue Date; (c) 4.2.1.3 subject to clause ‎1213, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issuedissued pursuant to such agreement, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) Outstanding on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000the Programme Amount; (d) in the case of Notes which are intended to be listed4.2.1.4 if appropriate, the relevant authority or authorities Relevant Financial Exchange having agreed to list the Notes, subject only to the issue of the relevant such Notes; (e) 4.2.1.5 no meeting of the holders of Notes (or any to consider matters which might in the reasonable opinion of them) the Relevant Dealer be considered to be material in the context of the issue of the Notes to be issued pursuant to such agreement, having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, 4.2.1.6 between the Agreement Date and the Issue Date for the Notessuch Notes there having been, in the reasonable opinion of the relevant Relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls or other calamity or emergency as would, in the reasonable opinion of the relevant Relevant Dealer, be likely to either (i) prejudice materially the sale by success of the Dealer offering and distribution of the Notes proposed to be issued or, where relevant, the dealing pursuant to such agreement or dealings in such Notes in the secondary market or (ii) materially change result in a substantial deterioration in the circumstances prevailing at price and/or the Agreement Datevalue of such Notes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) 4.2.1.7 there having been, between the Agreement Date and the Issue Date, no downgrading withdrawal (save in the rating case of the Issuer replacement of one rating by another rating given by another recognised statistical rating organisation (“Rating Agency”)), downgrading, nor any public notice of any intended or the Guarantor and/or any potential withdrawal or downgrading, of the Issuer's or the Guarantor's debt and/or Programme by any rating agency given by a Rating Agency or the placing on "“Creditwatch" ” with negative implications or similar publication of for formal review by any the relevant Rating Agency as shall have issued a rating agencysolicited by the Issuer in connection with the Issuer or the Notes. For the avoidance of doubt, only a rating agency solicited by the Issuer that has given a rating in respect of the Issuer may place the Issuer on “Creditwatch”; (i) 4.2.1.8 the forms of the Pricing Supplement, the applicable Global Notes Certificate(s) and the Notes in definitive form (each as applicable) Individual Certificates, in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarTransfer Agent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) 4.2.1.9 any calculations or determinations which are required by the relevant Terms and Conditions to have been made prior to the Issue Date having been duly made; (m) 4.2.1.10 all consents, approvals, authorisations, orders and clearances of all regulatory authorities required by the Issuer or the Guarantors, for, or in connection with, the case creation and offering of the Notes which are intended to be offered issued pursuant to such agreement under the Programme, the execution and issue of, and compliance by the Issuer with the terms of, the Notes issued under the Programme and the entry into, execution and delivery of, and compliance by the Issuer and the Guarantors with the terms of, this Agreement, the Guarantee, any Subscription Agreement and the Agency Agreement having been obtained and being in full force and effect; and 4.2.1.11 the Issuer having delivered to the public Relevant Dealer all such opinions, certificates, documents and information reasonably requested by such Dealer in a European Economic Area Member Stateform reasonably satisfactory to such Dealer prior to the Issue Date. 4.2.2 In relation to each issue of Notes, no the obligations of a Relevant Dealer under any agreement for the issue of, the subscription or procuring the subscription for such Notes being offered made pursuant to clause 3, shall be conditional upon the fulfilment of the conditions recorded in circumstances which require 4.2.1. 4.2.3 If, following an Agreement Date and before the publication of a prospectus under relevant Issue Date, the Prospectus RegulationIssuer becomes aware that the conditions specified in this clause 4.2 will not be satisfied in relation to the relevant Tranche, the Issuer shall forthwith notify the Relevant Dealer in writing to this effect giving full details thereof. In addition, the event that any Issuer shall take such steps as may reasonably be requested by the Arranger and/or the Relevant Dealer, subject to the agreement of the above conditions is not satisfied, Issuer to remedy and/or publicise the relevant same. In such circumstances the Relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement for the issue of and subscription for Notes reached under clause ‎23. 1. In the event that the Relevant Dealer gives notice as aforesaid, the Issuer shall, remain liable (under the terms of the relevant agreement) for the reasonable expenses of the Relevant Dealer in respect of such agreement (incurred prior to or in connection with such termination), unless otherwise agreed between the Issuer and the Relevant Dealer, but the Relevant Dealer shall not be entitled to any fee in respect of the placing of such Tranches of Notes.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, relevant Issuer and the Guarantor or (as the Group case may be) which is material in the context of the issue and offering of the Notes from that set forth in the Offering Circular on the relevant Agreement Date, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎4Clause 4; (b) there being no outstanding breach of any of the obligations of either the relevant Issuer or (as the case may be) the Guarantor under this Agreement, the Notes, the Agency Agreement, the Deed of Covenant, Covenant or the Deed of Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) , not exceeding EUR 3,000,000,000U.S.$2,000,000,000 or its equivalent in other currencies as determined pursuant to subclause 3.5; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities Stock Exchange having agreed to list the Notes, subject only to the issue of the relevant such Notes; (e) no meeting of the holders of Notes (or any of them) issued by the relevant Issuer (to consider matters which might in the reasonable opinion of the relevant Dealer be considered to have a material adverse effect on the issue of the Notes) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the relevant Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant DealerDealer (after consultation with the relevant Issuer and the Guarantor if practicable), be likely to either (i) prejudice materially the success of the offer, sale or distribution by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Dateissued; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing Supplement, the applicable Temporary Global Note, the Permanent Global Note and/or the Definitive Notes and the Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures procedures, having been agreed by the relevant Issuer, the Guarantor, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (jh) the relevant currency being generally accepted for settlement by Euroclear and Clearstream, Luxembourg;; and (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (li) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2.

Each issue. 5.2.1 The obligations of a the Dealer under any agreement for to subscribe for, or procure the issue and purchase subscription for, the relevant Tranche of Notes made under clause ‎2 are conditional on:subject to - (a) 5.2.1.1 there having been, as at the proposed relevant Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎46 which, in the opinion of the Dealer, in any case, is material in the context of the issue and offering of the Notes; (b) 5.2.1.2 there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee any Transaction Document or any Notes Notes, which has not been expressly waived by the relevant Dealer on or prior to the proposed relevant Issue Date; (c) subject 5.2.1.3 no meeting of the Noteholders to clause ‎12, the aggregate nominal amount (orconsider matters which might, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) reasonable opinion of the aggregate nominal amount) of the Notes Dealer, be considered to be issued, when added to the aggregate nominal amount (or, material in the case context of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between 5.2.1.4 the Agreement Date and the Issue Date for the Notes, in the opinion form of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Applicable Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) Supplement in relation to the relevant Tranche of Notes and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarTransfer Agent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) 5.2.1.5 any calculations or determinations which are required by the relevant Terms and Conditions to have been made prior to the Issue Date having been duly made; (m) 5.2.1.6 all consents, approvals, authorisations, orders and clearances of all regulatory authorities required by the Issuer, for, or in connection with, the case creation and offering of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above conditions is not satisfiedIssuer Programme, the relevant Dealer shall be entitled (but not bound) Transaction Documents, the execution and issue of the relevant Tranche of Notes, compliance by notice the Issuer with the Terms and Conditions, and the entry into, execution and delivery of, and compliance with the terms of, this Agreement and the Master Note Subscription Agreement; 5.2.1.7 the Issuer having delivered to the Issuer Dealer all such opinions, certificates, documents and information reasonably requested by the Dealer prior to the relevant Issue Date; 5.2.1.8 all Transaction Documents being in full force and effect; 5.2.1.9 no Event of Default having occurred and continuing; 5.2.1.10 no Enforcement Notice having been issued; and 5.2.1.11 in respect of Notes to be released and discharged from its obligations under listed, the agreement reached under clause ‎2JSE having agreed to list the relevant Tranche of Notes on the Interest Rate Market of the JSE.

Each issue. The For each Series, the obligations of a the Dealer under any agreement for the issue of and subscription for Notes or the purchase of Custodian Notes (as applicable) made under clause ‎2 pursuant to Clause 2 are conditional onupon: (a) the representations and warranties of the Issuer set out in Clause 4 of this Agreement (save as expressly disclosed in writing by the Issuer to the Dealer prior to such agreement being entered into) being true and correct on the proposed Issue Date by reference to the facts then existing (it being expressly understood that whenever the Dealer agrees to subscribe for Notes such agreement shall be on the basis of, and in reliance on, a representation which the Issuer shall be deemed to make on the date of such agreement (the “Agreement Date”) to the effect that the representations and warranties are (save as aforesaid) true and correct on such date) and there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, Issuer which is material in the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any context of the representations issue and warranties contained offering of the Notes of such Series from that set forth in clause ‎4the Base Prospectus and the Issuance Document for such Series on the relevant Agreement Date; (b) there being no outstanding breach which has not been waived by the Dealer on the proposed Issue Date of any of the obligations of either the Issuer or the Guarantor under this Agreement, any of the Agency Agreement, the Deed of Covenant, the Guarantee Notes or any Notes of the Transaction Documents to which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Dateit is a party; (c) subject to clause ‎12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes issued by the Issuer outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) ), not exceeding EUR 3,000,000,000the Programme Limit; (d) in the case of Notes which are intended to be listedlisted on the Issue Date, the relevant authority or authorities listing authority, stock exchange and/or quotation system on which the Notes may be admitted having agreed to list such Notes subject to their issue and where Issuance Document s are required, the NotesIssuance Documents have been lodged with Euronext Dublin and/or such other listing authority, subject only stock exchange or quotation system on which such Notes are to be listed, traded or quoted and, if relevant, any certificate of approval having been provided to the issue competent authority in each Member State agreed between the Issuer and the Dealer and any other actions necessary or desirable to ensure that offers of Notes may be made to the relevant Notespublic in compliance with all applicable laws in such Member State having been completed; (e) no meeting (of which particulars have not been supplied to the Dealer in writing prior to the Agreement Date) of the holders of Notes (or any of them) Noteholders having been duly convened but not yet held or, if held convened but adjourned, the adjourned meeting having not been held continued and neither the Issuer nor the Guarantor being aware unaware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for such Notes (or the repurchase date of Custodian Notes, as applicable), in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) materially prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity prospects or results of operations of any of the IssuerIssuer and its subsidiaries considered as a whole, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$7,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjournedadjourned to a later date, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingresumed; (f) there having beenoccurred, between the Agreement Date and the Issue Date for such Notes, none of the Notesfollowing: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, no if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such change relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or international financialin respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, political declared by the relevant national authority; (c) the outbreak or economic escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions or currency exchange rates or exchange controls as wouldthat exist on such Agreement Date) if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, be likely if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to either (imake it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) prejudice materially of offers to purchase Notes or the sale purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Dealer Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Notes proposed to be issued Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, where relevantif more than one, the dealing in relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the secondary market manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (iif) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially change impairs the circumstances prevailing at investment quality of the Agreement DateNotes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the such Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's ’s debt by Standard & Poor’s, Moody’s or the Guarantor's debt and/or Programme by any rating agency Fitch Ratings Ltd. or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;; and (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member StateState in circumstances which require, no such or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5(2). (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity prospects or results of operations of any of the IssuerIssuer and its subsidiaries considered as a whole, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$7,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjournedadjourned to a later date, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingresumed; (f) there having beenoccurred, between the Agreement Date and the Issue Date for such Notes, none of the Notesfollowing: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, no if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such change relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or international financialin respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, political declared by the relevant national authority; (c) the outbreak or economic escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions or currency exchange rates or exchange controls as wouldthat exist on such Agreement Date) if the effect of any such event, in the opinion judgment of the relevant DealerDealer or, be likely if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to either (imake it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) prejudice materially of offers to purchase Notes or the sale purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Dealer Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Notes proposed to be issued Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, where relevantif more than one, the dealing in relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the secondary market manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (iif) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially change impairs the circumstances prevailing at investment quality of the Agreement DateNotes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the such Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's ’s debt by Standard & Poor’s, Moody’s or the Guarantor's debt and/or Programme by any rating agency Fitch Ratings Ltd. or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member StateState in circumstances which require, no such or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5(2). (n) from the date of entry into force of the Directive amending the Prospectus Directive and Directive 2004/109/EC (the “Transparency Directive”) (together, the “Amending Directive”), which is expected to be in November or December 2010, Notes to be admitted to trading on a regulated market within the European Economic Area with a maturity date which will fall after the implementation date of the Amending Directive in the relevant European Economic Area Member State must have a minimum denomination of €100,000 (or if Notes are denominated in a currency other than euro, the equivalent amount in such currency); and (o) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes Covered Bonds made under clause ‎2 Clause 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the consolidated or non-consolidated condition (financial or otherwise) business), properties, shareholders’ equity or results of operations of any operations, prospects or business affairs of the Issuer, the Guarantor or the Group Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Covenant or any Notes Covered Bonds which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes Covered Bonds denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5Clause 3.2(e)) of the aggregate nominal amount) of the Notes Covered Bonds to be issued, when added to the aggregate nominal amount (or, in the case of Notes Covered Bonds denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes Covered Bonds outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes Covered Bonds due to be redeemed on the Issue Date) not exceeding EUR €3,000,000,000; (d) in the case of Notes Covered Bonds which are intended to be listed, the relevant authority or authorities having agreed to list the NotesCovered Bonds, subject only to the issue of the relevant NotesCovered Bonds; (e) no meeting of the holders of Notes Covered Bonds (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the NotesCovered Bonds, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes Covered Bonds proposed to be issued or, where relevant, dealings in the dealing in such Notes Covered Bonds in the secondary market market, or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes Covered Bonds on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, Covered Bonds and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's ’s debt and/or Programme by any rating agency Xxxxx'x or the placing on "Creditwatch" with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes Covered Bonds, Covered Bonds in definitive form and the Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg or, in the case of an issue of CSD Covered Bonds, the CSD; (k) the delivery to the common depositary oror the common safekeeper, as the case may be, the common safekeeper, of the Temporary Global Note Covered Bond and/or the Permanent Global Covered Bond representing the relevant Covered Bonds, in each case as provided in the Agency Agreement, in the case of an issue of CSD Covered Bonds, the CSD confirming that the CSD Covered Bonds will be registered in the CSD on the Issue Date; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes Covered Bonds which are intended to be listed on a European Economic Area Stock Exchange or offered to the public within an European Economic Area State in circumstances which require the publication of a prospectus under the Prospectus Regulation the Base Prospectus having been approved as a base prospectus by the competent authority of the relevant EEA State or approved by the competent authority of another EEA State and the competent authority of the relevant EEA State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied; (n) the Issuer shall deliver to the Dealers a copy of the most recent Cover Pool Report; (o) in the case of Covered Bonds which are intended to be listed on the Luxembourg Stock Exchange or offered to the public in a European Economic Area Member State, no such Notes being offered Luxembourg in circumstances which require the publication of a prospectus under the Prospectus Regulation: (i) the denomination of the Covered Bonds being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which may affect the assessment of the Covered Bonds which are intended to be listed or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation pursuant to Clause 5.2; and (iii) the Base Prospectus having been approved as a base prospectus by the CSSF and the applicable Final Terms having been published in accordance with the Prospectus Regulation; (p) in the case of Covered Bonds which are intended to be listed on (i) a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Contracting Party (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant European Economic Area Contracting Party having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied, or (ii) the London Stock Exchange or offered to the public in the United Kingdom in circumstances which require the publication of a prospectus under FSMA, the Base Prospectus having been approved as a base prospectus by the FCA. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Offering Circular as at the relevant Agreement Date in the consolidated condition (financial or otherwise) business), properties, shareholders’ equity or results of operations of any operations, prospects or business affairs of the Issuer, the Guarantor or the Group Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Covenant or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1213, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€20,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantordebt by Moody's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agencyMoody’s; (i) the forms of the Final Terms or Pricing Supplement, as the case may be, the applicable Global Notes and the Notes, Notes in definitive form and Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and/or the VPS, as the case may be; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Offering Circular which may affect the assessment of the Notes or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Offering Circular having been published in accordance with the Prospectus Regulation pursuant to clause 5.2; and (iii) the Offering Circular having been approved as a base prospectus by the CBI and the applicable Final Terms having been published in accordance with the Prospectus Regulation; (n) in the case of Notes which are intended to be offered to the public in a European Economic Area Member StateState and which are not intended to be listed on a European Economic Area Stock Exchange, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation; and (o) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than Euronext Dublin) or offered to the public in a European Economic Area Member State (other than Ireland) in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the consolidated condition (financial or otherwise) business), properties, shareholders’ equity or results of operations of any operations, prospects or business affairs of the Issuer, the Guarantor or the Group Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Covenant or any Notes which has not been expressly waived by the each relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1213, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€2,500,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency Standard & Poor’s or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agencyStandard & Poor’s; (i) the forms of the Final Terms or Pricing Supplement, as the case may be, the applicable Global Notes and Notes, the Notes in definitive form and the Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the each relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and/or VPS, as the case may be; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes other than Exempt Notes: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which may affect the assessment of the Notes or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation pursuant to clause 5.2; (iii) the Base Prospectus having been approved as a base prospectus by the CSSF and having been published in accordance with the Prospectus Regulation; and (iv) the applicable Final Terms having been published in accordance with the Prospectus Regulation; and (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State, no such Notes being offered State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the consolidated condition (financial or otherwise) business), properties, shareholders’ equity or results of operations of any operations, prospects or business affairs of the Issuer, the Guarantor or the Group Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Covenant or any Notes which has not been expressly waived by the each relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1213, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.53.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€2,500,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency Standard & Poor’s or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agencyStandard & Poor’s; (i) the forms of the Final Terms or Pricing Supplement, as the case may be, the applicable Global Notes and Notes, the Notes in definitive form and the Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the each relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and/or VPS, as the case may be; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes other than Exempt Notes: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5.2; (iii) the Base Prospectus having been approved as a base prospectus by the CSSF and having been published in accordance with the Prospectus Directive; and (iv) the applicable Final Terms having been published in accordance with the Prospectus Directive; and (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State, no such Notes being offered State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 pursuant to Clause 1.7 are conditional onupon: 3.2.1 (asave as expressly disclosed in writing by the Issuer to the relevant Dealer prior to such relevant Agreement Date) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Information Memorandum as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group (taken as a whole) which, in any case, is material in the context of the issue and offering of the Notes, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎4Clause 4; (b) 3.2.2 there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, any Notes or the Agency Agreement, Agreement which is material in the Deed context of Covenant, the Guarantee or any issue and offering of the Notes and which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) 3.2.3 subject to clause ‎12Clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$3,500,000,000 or its equivalent in other currencies as determined pursuant to Clause 3.5; (d) 3.2.4 in the case of Notes which are intended to be listed, the relevant authority or authorities Stock Exchange having agreed to list the such Notes, subject only to the issue of the relevant NotesTemporary Global Note; (e) 3.2.5 no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware having been given notice of any circumstances which are likely to would lead to the convening of such a meeting; (f) 3.2.6 there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer (after prior consultation with the Issuer if practicable), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, Dealer be likely to either (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in of such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) 3.2.7 there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's ’s debt by Standard & Poor’s Ratings Services, a Division of the MxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”) or the Guarantor's debt and/or Programme by any rating agency Mxxxx’x Investors Service Inc. (“Moody’s”) or the placing on "“Creditwatch" ” with negative implications or similar publication of formal review by any the relevant rating agency; (i) 3.2.8 the forms of the Pricing Supplement, the applicable Temporary Global Notes Note, the Permanent Global Note and the Definitive Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) 3.2.9 the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg;; and 3.2.10 (k) the delivery to the common depositary or, as except in the case may be, of calculations or determinations to be made by the common safekeeper, of the Global Note as provided in the Agency Agreement; (lrelevant Dealer) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, change nor any development or event or development involving reasonably likely to involve a prospective material change which is materially adverse change to the condition (financial or other), prospects, results of operations or general affairs of the Group from that set forth in the Base Listing Particulars Prospectus as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎44; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Covenant or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (ed) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor not being aware of any circumstances which are likely to lead to the convening of such a meeting; (fe) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international monetary, financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (gf) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the Notes and the Guarantee, respectivelyNotes, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (hg) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer Issuer’s debt by Standard & Poor’s, Moody’s or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency Fitch or the placing on "“Creditwatch" “ with negative implications or similar publication of formal review by any the relevant rating agency; (ih) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons and Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicableAgent, the RegistrarRegistrar or the Swiss Agent, as the case may be; (ji) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg and/or the Intermediary; (j) the delivery of the Notes as provided in clause 2.2; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (l) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more or, where Notes will only be traded on a QI Segment, the denomination of Notes being €1,000 (or its equivalent in any other currency) or more and no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus Regulation; and (ii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus which may affect the assessment of the Notes or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation pursuant to clause 5.2; (m) in the case of Notes which are intended to be listed on the Luxembourg Stock Exchange the Base Prospectus having been approved as a base prospectus by the CSSF and the applicable Final Terms having been published in accordance with the Prospectus Regulation; (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange), the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied; and (o) in the case of Notes which are intended to be offered to the public in a European Economic Area Member StateState and which are not intended to be listed on a European Economic Area Stock Exchange and/or offered to the public in the United Kingdom, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus RegulationRegulation or the FSMA, respectively. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes Certificates made under clause ‎2 Clause (i) are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained set out in clause ‎4Clause 3 (save as expressly disclosed in writing by the Issuer and/or the Guarantor, as the case may be, to, and acknowledged in writing by, such Dealer prior to such agreement being entered into) being true and correct on the proposed Issue Date by reference to the facts then existing; (b) save in the case of an issue of Dematerialised Certificates, there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency AgreementGuarantee, the Deed Poll, the Deed of Covenant, the Guarantee Agency Agreement or any Notes Certificates which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) in the case of an issue of Dematerialised Certificates, there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Dematerialised Certificates Guarantee, the Dematerialised Certificates Deed Poll, the Dematerialised Certificates Deed of Covenant, the Italian Agency Agreement or any Dematerialised Certificates which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (d) subject to clause ‎12Clause 11, the aggregate nominal amount (or, in the case of Notes Certificates denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5Clause 2.6) of the aggregate nominal amount) of the Notes Certificates to be issued, when added to the aggregate nominal amount (or, in the case of Notes Certificates denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes Certificates outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes Certificates due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000€2,000,000,000; (de) in the case of Notes Certificates which are intended to be listed, the relevant authority or authorities having agreed to list the NotesCertificates, subject only to the issue of the relevant NotesCertificates; (ef) no meeting of the holders of Notes (or any of them) Certificates issued by the Issuer having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (fg) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant DealerCertificates, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the such Dealer of the Notes Certificates proposed to be issued or, where relevant, the dealing dealings in such Notes Certificates in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of themmarket; (h) there having been, between the Agreement Date and the Issue Date, no downgrading save in the rating case of the Issuer or the Guarantor and/or any an issue of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) Dematerialised Certificates, the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and the Notes Certificates, Certificates in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the Guarantor, the relevant Dealer and the Fiscal Principal Paying Agent and, if applicable, the Registrar; (i) in the case of an issue of Dematerialised Certificates, the forms of the Final Terms in relation to the relevant Tranche and the settlement procedures having been agreed by the Issuer, the Guarantor and the relevant Dealer; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgLuxembourg or Monte Titoli S.p.A. (in the case of an issue of Dematerialised Certificates) and, where relevant, DTC; (k) in the case of Certificates being sold pursuant to and in reliance on Rule 144A, the Certificates being eligible for clearance and settlement through DTC; (l) save in the case of an issue of Dematerialised Certificates, the delivery to the Registrar as custodian of the Registered Global Certificate(s) representing the relevant Registered Certificates and/or the delivery to the relevant Dealer of the Definitive IAI Registered Certificates and/or the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Bearer Global Note Certificate and/or the Permanent Bearer Global Certificate representing the relevant Bearer Certificates, in each case as provided in the Agency Agreement; (lm) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (mn) there having been, between the Agreement Date and the Issue Date, no material deterioration of the creditworthiness of the Issuer or Guarantor; (o) the denomination of the Certificates being €1,000 (or its equivalent in any other currency) or more; (p) the Base Prospectus having been approved as a base prospectus by the Central Bank and having been published in accordance with the Prospectus Regulation; (q) where the denomination is less than €100,000 (or its equivalent in another currency), an issue specific summary of such Certificates having been drawn up and annexed to the Final Terms; (r) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Certificates which are intended to be listed or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Regulation; (s) the Final Terms having been published in accordance with the Prospectus Regulation; and (t) in the case of Notes Certificates which are intended to be listed on a trading venue other than the Trading Venues or to be offered to the public in a European Economic Area EEA Member StateState other than Austria, no such Notes being offered France, Germany, Italy or The Netherlands in circumstances which require the publication of a prospectus under the Prospectus Regulation, the competent authority of each relevant EEA Member State having been notified in accordance with the procedures set out in Articles 24 and 25 of the Prospectus Regulation and all requirements under those Articles having been satisfied and, if required pursuant to Article 27(5) of the Prospectus Regulation, an issue specific summary of the Certificates having been drawn up. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause (i).

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 Clause 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event change or any development involving a prospective material adverse change from that set forth disclosed in the Base Listing Particulars Prospectus as at the relevant Agreement Date in in: (i) the condition (financial condition, assets or otherwise) business, properties, shareholders’ equity or results business of operations of any of the Issuer, the Guarantor or the Group (taken as a whole); or (ii) the financial condition, assets or business of the Issuer, nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4Clause 4; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency AgreementTrust Deed, the Deed of Covenant, the Guarantee Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12Clause 13, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroEuro, the euro Euro equivalent (determined as provided in subclause ‎3.5Subclause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroEuro, the euro Euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000the Programme Limit; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) ), the subject of which would, in the opinion of the relevant Dealer, be likely to prejudice materially the sale by the Dealer of the Notes proposed to be issued, or where relevant, the dealing in such Notes in the secondary market, having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency S&P or the placing on "Creditwatch" with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing SupplementFinal Terms, the applicable Global Notes and Notes, the Notes in definitive form and the Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer Dealer, the Trustee and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes, in each case as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes: (i) the denomination of the Notes being €100,000 (or its equivalent in any other currency) or more; (ii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to Subclause 5.2(b); (iii) the Base Prospectus having been approved as a base prospectus by the CSSF and having been published in accordance with the Prospectus Directive; (iv) the applicable Final Terms having been published in accordance with the Prospectus Directive; and (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State, no such Notes being offered State (other than Luxembourg) in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective, the competent authority of each relevant European Economic Area Member State having been notified in accordance with the procedures set out in Articles 17 and 18 of the Prospectus Directive and all requirements under those Articles having been satisfied. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2Clause 2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause ‎2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause ‎4; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause ‎3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Date; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their obligations under the Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer certified copies of those resolutions, approvals or consents and, where applicable, certified English translations of them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's or the Guarantor's debt and/or Programme by any rating agency or the placing on "Creditwatch" with negative implications or similar publication of formal review by any rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes in definitive form (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the Registrar; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Global Note as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; (m) in the case of Notes which are intended to be offered to the public in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus RegulationDirective. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎2.

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under pursuant to clause ‎2 2 are conditional onupon: (a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars Offering Circular as at the relevant Agreement Date in the condition (financial or otherwise) ), business, properties, shareholders’ equity prospects or results of operations of any of the IssuerIssuer and its subsidiaries considered as a whole, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause ‎44; (b) there being no outstanding material breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause ‎1212, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as provided in subclause ‎3.5(5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euroU.S. dollars, the euro U.S. dollar equivalent (determined as so determinedaforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the such Issue Date) not exceeding EUR 3,000,000,000U.S.$2,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities Stock Exchange having agreed to list the such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meetingheld; (f) there having been, between the Agreement Date and the Issue Date for the such Notes, in the opinion of the relevant DealerDealer after consultation with the Issuer if practicable, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the such Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market or (ii) materially change the circumstances prevailing at the Agreement Dateissued; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes and the Guarantor to guarantee the Notes on the proposed Issue Date and for the Issuer and the Guarantor to fulfil their its obligations under the such Notes and the Guarantee, respectively, and the Issuer and the Guarantor each having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of those such resolutions, approvals or consents and, where applicable, certified English translations of themthereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of the Issuer or the Guarantor and/or any of the Issuer's debt by Standard & Poor's, Moody's or the Guarantor's debt and/or Programme by any rating agency Duff & Xxxxxx or the placing on "Creditwatch" with negative implications or similar publication of formal review by any the relevant rating agency; (i) the forms of the Pricing Supplement, the applicable Global Notes and the Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer and the Fiscal Agent and, if applicable, the RegistrarAgent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, LuxembourgCedelbank; (k) the delivery to the common depositary or, as the case may be, the common safekeeper, of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made;; and (m) in the case of Notes which are intended to be offered listed on the Paris Bourse, the registration numbers for the Programme and the visa number for the relevant issue of Notes having been obtained, the consent to such listing having been received from the public PARISBOURSE SBF SA and the required notice legale having been published in a European Economic Area Member State, no such Notes being offered in circumstances which require the publication of a prospectus under the Prospectus RegulationBulletin des Annonces Legales Obligatoires. In the event that any of the above foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause ‎22.