THE COVERED BONDS. 3.1 The Issuer undertakes to inform the Principal Paying Agent (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
(ii) (a) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (b) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear N...
THE COVERED BONDS. This Global Registered Covered Bond is issued in respect of the Covered Bonds issued by Nordea Mortgage Bank Plc (the "Issuer") described in the final terms relating to the Covered Bonds (the "Final Terms"), a copy of which is annexed hereto. The Covered Bonds:
THE COVERED BONDS. 2.1 The Substitute hereby covenants in favour of each Holder that with effect from and including the first date on which notice has been given by the Existing Issuer to the Holder pursuant to the terms and conditions of the Covered Bonds (the "Conditions"), Condition 12 (Notices) and all the requirements of Condition 16 (Substitution) have been met (the "Effective Date"), it shall be deemed to be the "Issuer" for all purposes in respect of the Covered Bonds and that it will duly perform and comply with the obligations expressed to be undertaken by the "Issuer" in each of the Covered Bonds and their Conditions (and for this purpose any reference in the Conditions to any obligation or payment under or in respect of the Covered Bonds shall be construed to include a reference to any obligation or payment under or pursuant to this provision).
2.2 The Substitute hereby covenants in favour of each Accountholder that it shall from the Effective Date be deemed to be the "Issuer" for all purposes in respect of the Deed of Covenant and that it will duly perform and comply with the obligations expressed to be undertaken by the "Issuer" in favour of the Accountholder in the Deed of Covenant relating to the relevant Covered Bonds.
2.3 With effect from and including the Effective Date:
(a) the Existing Issuer, in its capacity as issuer of the Covered Bonds, shall (subject to the provisions of Clause 2.1) be released from all its liabilities, in its capacity as issuer of the Covered Bonds, contained in the Covered Bonds and any Coupons; [and
(b) the Conditions shall be amended as follows:
(i) all references to the Taxing Jurisdiction in Condition 5(b) (Early Redemption for Taxation Reasons) shall be construed to include reference to "[jurisdiction of the country of residence of the Substitute for tax purposes and/or, if different, of its incorporation]";
(ii) all references to the Taxing Jurisdiction in Condition 6 (Taxation) shall be construed to include reference to "[jurisdiction of the country of residence of the Substitute for tax purposes and/or, if different, of its incorporation]".] [Insert any further amendments to reflect the jurisdiction of the Substitute]
THE COVERED BONDS
