Common use of Subscription of the Covered Bonds Clause in Contracts

Subscription of the Covered Bonds. The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Lead Manager(s) on behalf of the Managers and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) (on behalf of the Managers).

Subscription of the Covered Bonds. The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers).

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less [a selling commission concession of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and] [a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) )] [and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date)], against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). The distribution of the fees among the Managers will be as separately agreed between them. (b) The Issuer and the Guarantor LP confirm that they have approved the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and authorize the Managers to distribute copies of the Base Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds. (c) [Each of the Joint Lead Managers hereby agrees not to offer or sell the Covered Bonds within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S of the United States Securities Act of 1933, as amended).] (d) The Issuer and the Guarantor LP agree that Section 10 of the Dealership Agreement shall apply to this Agreement, mutatis mutandis, as if expressly incorporated herein.

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission concession of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) [and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date)], against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). (b) The Issuer and the Guarantor LP confirm that they have approved the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and authorize the Managers to distribute copies of the Base Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds.

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers [severally and not jointly jointly][jointly and severally] agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). (b) The Issuer and the Guarantor confirm that they have approved the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and have authorized the Managers to distribute copies of the Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds.

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their a purchase price (the “Purchase Price”) equal to the issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause Section [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager]] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). [As between themselves, the Managers’ respective underwriting commitments are set out in Appendix I hereto and the management and underwriting commission is to be shared in proportion to their underwriting commitments.] (b) The Issuer and the Guarantor confirm that they have approved the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and have authorized the Managers to distribute copies of the Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds. (c) The settlement procedures which the parties intend should apply for the purposes of the Covered Bonds are set out in Part 1 (Settlement Procedures for Issues of Registered Covered Bonds Closed on a Non-Syndicated Basis) of Schedule 8 (Operating and Administrative Procedures Memorandum) to the Dealership Agreement, unless otherwise agreed between the Issuer and the Lead Managers.]*[(c) [ ] or such other Lead Manager as the Issuer may direct to settle the Covered Bonds (the “Settlement Bank”) acknowledges that the Covered Bonds represented by the Registered Global Covered Bond will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Issuer as the third-party beneficiary and provide that such Covered Bonds are to be delivered to others only against payment of the Purchase Price for the Covered Bonds into the Commissionaire Account on a delivery against payment basis. (d) The Settlement Bank acknowledges that: (i) Covered Bonds represented by the Registered Global Covered Bond shall be held to the order of the Issuer as set out above; and (ii) an amount equal to the Purchase Price for the Covered Bonds received in the Commissionaire Account will be held on behalf of the Issuer until such time as it is transferred to the Issuer’s order. The Settlement Bank undertakes that the Purchase Price for the Covered Bonds will be transferred to the Issuer’s order promptly following receipt of such monies in the Commissionaire Account. (e) The Issuer acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the [Belgian/Luxembourg] Civil Code in respect of the Commissionaire Account.]† * Note: Include where the Relevant Dealers and the Issuer agree to settlement on a non-syndicated basis.‌ † Note: Include where the Relevant Dealers and the Issuer have agreed to settlement on a syndicated basis. (f) Solely for the purposes of the requirements of Article 9(8) of EU Delegated Directive 2017/593 supplementing the MiFID II Product Governance Rules regarding the mutual responsibilities of manufacturers under the MiFID II Product Governance Rules: (i) each of [the Lead Managers] [Note: Identify Lead Managers deemed to be MiFID II manufacturers] (each an “EU Manufacturer” and, together, the “EU Manufacturers”) acknowledges to each other EU Manufacturer that it understands the responsibilities conferred upon it under the MiFID II Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Covered Bonds and the related information set out in the Final Terms prepared, and any related announcements issued, in each case, in connection with the Covered Bonds; and (ii) each of [the Lead Managers] [Note: Identify any Lead Manager not deemed to be MiFID II manufacturers], the Issuer and the Guarantor note the application of the MiFID II Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Covered Bonds by the EU Manufacturers and the related information set out in the Final Terms prepared, and any related announcements issued, in each case, in connection with the Covered Bonds.]‡ [(g) Solely for the purposes of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

Subscription of the Covered Bonds. The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) [and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date)], against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers).. [As between themselves, (i) the Managers’ respective underwriting commitments are set out in Appendix 1 hereto and (ii) commissions are split [in equal portions/proportionately to their underwriting commitments as set out in Appendix 1 hereto/ [specify other]]]

Subscription of the Covered Bonds. The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) [and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date)], against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). [As between themselves, the Managers’ respective underwriting commitments are set out in Appendix 1 hereto.]

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their a purchase price (the “Purchase Price”) equal to the issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause Section [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager]] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). [As between themselves, the Managers’ respective underwriting commitments are set out in Appendix I hereto and the management and underwriting commission is to be shared in proportion to their underwriting commitments.] (b) The Issuer and the Guarantor confirm that they have approved the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and have authorized the Managers to distribute copies of the Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds. (c) The settlement procedures which the parties intend should apply for the purposes of the Covered Bonds are set out in Part 1 (Settlement Procedures for Issues of Registered Covered Bonds Closed on a Non-Syndicated Basis) of Schedule 8 (Operating and Administrative Procedures Memorandum) to the Dealership Agreement, unless otherwise agreed between the Issuer and the Lead Managers.]*[(c) [ ] or such other Lead Manager as the Issuer may direct to settle the Covered Bonds (the “Settlement Bank”) acknowledges that the Covered Bonds represented by the Registered Global Covered Bond will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Issuer as the third-party beneficiary and provide that such Covered Bonds are to be delivered to others only against payment of the Purchase Price for the Covered Bonds into the Commissionaire Account on a delivery against payment basis. (d) The Settlement Bank acknowledges that: (i) Covered Bonds represented by the Registered Global Covered Bond shall be held to the order of the Issuer as set out above; and (ii) an amount equal to the Purchase Price for the Covered Bonds received in the Commissionaire Account will be held on behalf of the Issuer until such time as it is transferred to the Issuer’s order. The Settlement Bank undertakes that the Purchase Price for the Covered Bonds will be transferred to the Issuer’s order promptly following receipt of such monies in the Commissionaire Account. (e) The Issuer acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the [Belgian/Luxembourg] Civil Code in respect of the Commissionaire Account.]† (f) Solely for the purposes of the requirements of Article 9(8) of EU Delegated Directive 2017/593 supplementing the MiFID II Product Governance Rules regarding the mutual responsibilities of manufacturers under the MiFID II Product Governance Rules: * Note: Include where the Relevant Dealers and the Issuer agree to settlement on a non-syndicated basis. † Note: Include where the Relevant Dealers and the Issuer have agreed to settlement on a syndicated basis.

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers [severally and not jointly jointly][jointly and severally] agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). [The respective underwriting commitments of the Managers are set forth opposite their respective names in Annex I hereto.] (b) The Issuer and the Guarantor confirm that they have approved the execution of the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and have authorized the Managers to distribute copies of the Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds. (c) Solely for the purposes of the requirements of Article 9(8) of the MIFID II product governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules: (i) each of the Lead Managers (each a “Manufacturer” and together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Covered Bonds and the related information set out in the Prospectus, Final Terms prepared and any related announcements issued, in each case, in connection with the Covered Bonds; and (ii) each of the Co-Managers, the Issuer and the Guarantor note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Covered Bonds by the Manufacturers and the related information set out in the Prospectus, Final Terms prepared and any related announcements issued, in each case, in connection with the Covered Bonds. [Note: Identify any manager not deemed to be MiFID manufacturers] (d) The Managers agree as between themselves that they will be bound by, and will comply with, the International Capital Market Association Standard Form English law "Agreement Among Managers Version 1: Fixed-Price Non Equity-Related Issues – with or without Selling Group" (the Agreement Among Managers) with respect to the Covered Bonds and further agree that (so far as the context permits) references in the Agreement Among Managers to the "Lead Manager" and the "Joint Bookrunners" shall mean the Lead Managers, and references to the "Settlement Lead Manager" shall mean ●, in each case with any consequential grammatical changes to the language of the Agreement Among Managers deemed to have been agreed to, and made by, the Managers.*

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds set forth opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause Section [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). (b) Notwithstanding anything to the contrary in Section 2(a) above, the Issuer and the Managers agree that the Issuer shall cause the Covered Bonds to be issued in the name of, and delivered on the Issue Date to, CDS Clearing and Depositary Services Inc. (“CDS”), or its nominee, in accordance with the applicable terms of this Agreement, the Dealership Agreement, the Agency Agreement and the provisions specified in the Final Terms. (c) The Issuer and the Guarantor confirm that they have approved the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and have authorized the Managers to distribute copies of the Disclosure Documents in accordance with applicable laws and regulations.

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause Section [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager]] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). [As between themselves, the Managers’ respective underwriting commitments are set out in Appendix I hereto.] (b) The Issuer and the Guarantor confirm that they have approved the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and have authorized the Managers to distribute copies of the Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds. (c) [Solely for the purposes of the requirements of Article 9(8) of EU Delegated Directive 2017/593 supplementing the MiFID Product Governance Rules regarding the mutual responsibilities of manufacturers under the MiFID Product Governance Rules: (i) each of [the Lead Managers] [Note: Identify Lead Managers deemed to be MiFID manufacturers] (each a “Manufacturer” and, together, the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the MiFID Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Covered Bonds and the related information set out in the Final Terms prepared, and any related announcements issued, in each case, in connection with the Covered Bonds; and (ii) each of [the Lead Managers] [Note: Identify any Lead Manager not deemed to be MiFID manufacturers], the Issuer and the Guarantor note the application of the MiFID Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Covered Bonds by the Manufacturers and the related information set out in the Final Terms prepared, and any related announcements issued, in each case, in connection with the Covered Bonds.]* (d) [Solely for the purposes of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers [severally and not jointly jointly][jointly and severally] agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). [The respective underwriting commitments of the Managers are set forth opposite their respective names in Annex I hereto.] (b) The Issuer and the Guarantor confirm that they have approved the execution of the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and have authorized the Managers to distribute copies of the Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds. (c) Solely for the purposes of the requirements of Article 9(8) of the MIFID II product governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules: (i) each of [the Lead Managers] [Identify Lead Managers deemed to be MiFID manufacturers] (each an “EU Manufacturer” and together the “EU Manufacturers”) acknowledges [to each other EU Manufacturer] that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Covered Bonds and the related information set out in the Prospectus, Final Terms prepared and any related announcements issued, in each case, in connection with the Covered Bonds; and (ii) each of the Co-Managers, [Identify any Lead Managers not deemed to be MiFID manufacturers], the Issuer and the Guarantor note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Covered Bonds by the EU Manufacturers and the related information set out in the Prospectus, Final Terms prepared and any related announcements issued, in each case, in connection with the Covered Bonds. * (d) [Solely for the purposes of the requirements 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules: (i) each of [the Lead Managers] [Identify Lead Managers deemed to be UK MiFIR manufacturers] (each a “UK Manufacturer” and, together, the “UK Manufacturers”) acknowledges to [each other UK Manufacturer] that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Covered Bonds and the related information set out in the Final Terms prepared, and any related announcements issued, in each case, in connection with the Covered Bonds; and (ii) each of the Co-Managers, [Identify any Lead Managers not deemed to be UK MiFIR manufacturers], the Issuer and the Guarantor note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Covered Bonds by the UK Manufacturers and the related information set out in the Final Terms prepared, and any related announcements issued, in each case, in connection with the Covered Bonds.]† (e) The Managers agree as between themselves that they will be bound by, and will comply with, the International Capital Market Association Standard Form English * This should be completed on a covered bond issue with the names of all entities deemed to be MIFID manufacturers in the relevant Covered Bond issue. † This should be completed on a covered bond issue with the names of all entities deemed to be UK MIFIR manufacturers.

Subscription of the Covered Bonds. The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their a purchase price (the “Purchase Price”) equal to the issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause Section [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager]] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date), against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). [As between themselves, the Managers’ respective underwriting commitments are set out in Appendix I hereto and the management and underwriting commission is to be shared in proportion to their underwriting commitments.]

Subscription of the Covered Bonds. (a) The Issuer hereby agrees to issue and sell the Covered Bonds in accordance with the provisions of this Agreement, the Dealership Agreement as supplemented and amended by this Agreement and the Agency Agreement and the Managers jointly and severally and not jointly agree with the Issuer to subscribe for the [Covered Bonds] [percentage of the principal amount of Covered Bonds opposite their respective names set forth in Annex 1 attached hereto and made a part hereof] in same day funds on [ ] or such other date not being later than [ ] as shall be agreed by the Issuer and the Lead Manager(s) Manager acting on behalf of the Managers (the “Issue Date”) at their issue price of [ ] per cent. of their principal amount plus (if the Issue Date is postponed) any accrued interest in respect thereof, [less a selling commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) less and a combined management and underwriting commission of [ ] per cent. of the principal amount of the Covered Bonds (plus any applicable value added tax) [and less the amount which the Issuer has agreed to pay to the Lead Manager(s) Manager in respect of certain expenses pursuant to Clause [5/6] below (each of which the Issuer agrees to pay to the Managers [or, as the case may be, the Lead Manager(s) on behalf of the Managers Manager] and authorizes the deduction thereof from the subscription moneys payable to the Issuer on the Issue Date)], against delivery of the Covered Bonds, duly executed on behalf of the Issuer in the manner contemplated by the Agency Agreement, in the form agreed between the Issuer and the Lead Manager(s) Manager (on behalf of the Managers). [As between themselves, the Managers’ respective underwriting commitments are set out in Appendix 1 hereto.] (b) The Issuer and the Guarantor confirm that they have approved the final terms (the “Final Terms”) dated [ ] in connection with the issue of the Covered Bonds and have authorized the Managers to distribute copies of the Prospectus and the Final Terms and any other documents prepared in connection with the Programme and the issue of the Covered Bonds, in connection with the offering and sale of the Covered Bonds.