Issuance of Covered Bonds. 2.01 Any Covered Bonds which may from time to time be agreed between the Issuer and any Dealer(s) to be sold by the Issuer and purchased or, as the case may be, subscribed by such Dealer(s) shall be sold and purchased, or, as the case may be, subscribed on the basis of, and in reliance upon, the representations, warranties, undertakings and indemnities set out in this Agreement. Unless otherwise agreed, neither the Issuer nor any Dealer(s) is, are or shall be under any obligation to sell, purchase or subscribe for, as the case may be, any Covered Bonds.
2.02 Upon the conclusion of any Relevant Agreement and subject as provided in Clause 2.03:
(a) the Relevant Dealer shall promptly acknowledge the terms of the Relevant Agreement (as established by the Relevant Dealer and the Issuer) to the Issuer (with a copy to the Guarantor LP, the Issuing and Paying Agent and, if the Relevant Agreement relates to the sale of Covered Bonds in registered form, the Registrar) in writing (by letter, email or fax);
(b) the Issuer and the Guarantor LP shall promptly confirm such terms to the Issuing and Paying Agent and, if the Relevant Agreement relates to the sale of Covered Bonds in registered form, the Registrar in writing (by letter, email or fax), and the Relevant Dealer or, if such Relevant Dealer so agrees with the Issuer, the Issuer will prepare or procure the preparation of the Terms Document in relation to the relevant Covered Bonds for approval (such approval not to be unreasonably withheld or delayed) by the Issuer or, as the case may be, the Relevant Dealer and execution on behalf of the Issuer and the Guarantor LP;
(c) the Issuer shall on the Issue Date of the relevant Covered Bonds procure the issue of such Covered Bonds in the relevant form (subject to amendment and completion) scheduled to the Trust Deed and shall procure their delivery to or to the order of the Dealer(s);
(d) the Relevant Dealer(s) shall for value on the Issue Date of the relevant Covered Bonds procure the payment of the net purchase monies therefor (namely the agreed issue or sale price thereof plus any accrued interest and less any agreed commissions, concessions or other agreed deductibles) to or to the order of the Issuer by credit transfer to such account as may have been specified by the Issuer to the Relevant Dealer for the purpose;
2.03 The obligations of any Dealer(s) under subclause 2.02
Issuance of Covered Bonds. 5.1 Upon the conclusion of any agreement between the Issuer and a Dealer (or any other person or institution) for the sale by the Issuer and the purchase by such Dealer (or such other person or institution) of any Covered Bonds the Issuer shall, as soon as practicable but in any event not later than 2.00 p.m. (London time) on the third London business day prior to the proposed issue date therefor:
(a) confirm by fax or email the terms of such agreement to the Fiscal Agent or, if such Covered Bonds are to be (i) Registered Covered Bonds, the Registrar; or
Issuance of Covered Bonds. 2.01 The Issuer and the Dealers agree that any Covered Bonds which may, from time to time, be agreed between the Issuer and any Dealer(s) to be sold by the Issuer and purchased or, as the case may be, subscribed for by such Dealer(s) shall be sold and purchased, or, as the case may be, subscribed for on the basis of, and in reliance upon, the representations, warranties, undertakings and indemnities made or given or provided to be made or given pursuant to the terms of this Agreement. Unless otherwise agreed, neither the Issuer nor any Dealer(s) is, are or shall be under any obligation to sell, procure subscriptions for, purchase or subscribe for, as the case may be, any Covered Bonds.
2.02 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer(s) to issue, and any Dealer(s) may agree to subscribe for:
(a) Covered Bonds offered pursuant to Rule 144A, including offers and sales of Covered Bonds in the United States or to or for the account or benefit of a U.S.
Issuance of Covered Bonds
