Common use of Updating of Prospectus Clause in Contracts

Updating of Prospectus. (a) On or before each anniversary of the date of this Agreement, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication of a new prospectus in accordance with the Prospectus Directive, in a form approved by the Dealers. (b) In the event of (i) a 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 arising or being noted or (ii) a change in the condition of the Issuer and/or any Shareholder Bank which is material in the context of the Programme or the issue of any Notes, or (iii) the Prospectus otherwise coming to contain an untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Prospectus to comply with, or reflect changes in, the laws or regulations of the Kingdom of Norway or any other relevant jurisdiction of the Issuer, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication in accordance with the Prospectus Directive of a supplement to the Prospectus or a new prospectus, in each case in a form approved by the Dealers; provided that the Issuer shall not be obliged to consult with the Arranger pursuant to the terms hereof if the supplement or new prospectus, as the case may be, relates only to the publication or issue of any interim or annual accounts of the Issuer or any Category A Shareholder (save where the supplement or new prospectus is published in accordance with Clause 5.2(a)). (c) Notwithstanding the provisions of Clause 5.2(b), in relation to each Tranche of Notes, the Issuer undertakes that in the period from and including the Agreement Date to and including the Issue Date, in each case in respect of such Tranche, it will only prepare and publish a supplement to the Prospectus or a new prospectus if required, or it has reasonable grounds to believe that it is required, to do so in order to comply with the requirements of Article 13.1 of the Prospectus Act and, in such circumstances, the supplement or, as the case may be, the new prospectus shall, solely as between the Issuer and the relevant Dealer and solely for the purposes of Article 13.2 of the Prospectus Act and Clause 5.1(b) of this Agreement, be deemed to have been prepared and published so as to comply with the requirements of Article

Updating of Prospectus. (a) On or before each anniversary of the date of this AgreementWithout prejudice to Clause 5.3(b), the Issuer and the Guarantor shall update or amend the Prospectus (following consultation with the Arranger Arrangers who will consult with act on behalf of the Dealers) by the publication of a supplement thereto or a new prospectus in accordance with the Prospectus Directive, in a form approved by the Dealers. (b) In competent authority under the FSMA in the event of (i) a any significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of any Covered Bonds and, in any case, not later than the Notes arising or being noted or (ii) a change in the condition date of the Issuer and/or any Shareholder Bank which is material in the context first Issue of Covered Bonds occurring after each annual anniversary of the Programme or the issue of any Notes, or (iii) the Prospectus otherwise coming to contain an untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Prospectus to comply with, or reflect changes in, the laws or regulations listing of the Kingdom of Norway or any other relevant jurisdiction Program. (b) The Prospectus shall, as specified in it, be deemed to incorporate by reference certain published audited financial statements of the Issuer, which have previously been published and have been filed with the Financial Conduct Authority. Such documents shall form part of the Prospectus. The Prospectus shall also state that the Issuer and the Guarantor may, in one or more supplements to the Prospectus, incorporate by reference into the Prospectus information contained in documents published from time to time after the date of the Prospectus. Upon the incorporation by reference of any new or revised report and accounts or financial statements or other documents through a supplement, the Issuer and the Guarantor shall promptly without cost to the Arranger supply to each Arranger and the Issuing and Paying Agent such number of copies of such new or revised report and accounts or financial statements or other documents or the related supplement as each Arranger or the Issuing and Paying Agent (as the case may be) may reasonably request. Until an Arranger receives such new or revised report and accounts or financial statements or other documents or the related supplement, the definition of Prospectus shall, in relation to such Arranger, mean the Prospectus prior to the receipt by such Arranger of such new or revised report and accounts or financial statements or other documents or the related supplement. (c) If the terms of the Program are modified or amended in a manner which would make the Prospectus materially inaccurate or misleading, provided that the Issuer shall update decide to continue to issue Covered Bonds under the Program, a new Prospectus or amend the supplemental Prospectus (following consultation with the Arranger who will consult with the Dealers) be prepared by the publication in accordance with Issuer and the Prospectus Directive of a supplement to the Prospectus or a new prospectus, in each case Guarantor in a form approved by the Dealers; provided that the Issuer shall not be obliged to consult with the Arranger pursuant to the terms hereof if the supplement or new prospectus, as the case may be, relates only to the publication or issue of any interim or annual accounts of the Issuer or any Category A Shareholder (save where the supplement or new prospectus is published in accordance with Clause 5.2(a))Arrangers. (c) Notwithstanding the provisions of Clause 5.2(b), in relation to each Tranche of Notes, the Issuer undertakes that in the period from and including the Agreement Date to and including the Issue Date, in each case in respect of such Tranche, it will only prepare and publish a supplement to the Prospectus or a new prospectus if required, or it has reasonable grounds to believe that it is required, to do so in order to comply with the requirements of Article 13.1 of the Prospectus Act and, in such circumstances, the supplement or, as the case may be, the new prospectus shall, solely as between the Issuer and the relevant Dealer and solely for the purposes of Article 13.2 of the Prospectus Act and Clause 5.1(b) of this Agreement, be deemed to have been prepared and published so as to comply with the requirements of Article

Updating of Prospectus. (a) On or before each anniversary Without prejudice to paragraph (b) of the date of this AgreementClause 5.4, the Issuer and the LLP shall update or amend the Prospectus (following consultation with the Arranger who will consult with the DealersDealer) by the publication of a supplement thereto or a new prospectus in accordance with the Prospectus Directive, in a form approved by the Dealers.competent authority under the FSMA: (bi) In in the event of (i) a any 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 arising or being noted or any Covered Bonds, or (ii) a in light of any change in the condition of the Issuer and/or any Shareholder Bank the LLP which is material in the context of the Programme or the issue of any NotesCovered Bonds and, in any case, on or (iii) prior to the issuance of any Covered Bond that is proposed to take place 12 months or more after the date on which the Prospectus otherwise coming was previously amended or updated. (b) The Prospectus shall, as specified in it, be deemed to contain an untrue statement incorporate by reference certain published audited and unaudited financial statements of material fact each of the Issuer and the LLP, which have previously been published and have been filed with the FCA. Such documents shall form part of the Prospectus. The Prospectus shall also state that the Issuer and the LLP may, in one or omitting more supplements to state a material fact necessary to make the statements Prospectus, incorporate by reference into the Prospectus information contained therein not misleading or if it is necessary at any in documents published from time to amend time after the Prospectus to comply with, or reflect changes in, the laws or regulations date of the Kingdom Prospectus. Upon the incorporation by reference of Norway any new or any revised report and accounts or financial statements or other relevant jurisdiction of the Issuerdocuments through a supplement, the Issuer and the LLP shall update promptly without cost to the Dealers supply to each Dealer and the Principal Paying Agent such number of copies of such new or amend revised report and accounts or financial statements or other documents or the related supplement as each Dealer or the Principal Paying Agent (as the case may be) may reasonably request. Until a Dealer receives such new or revised report and accounts or financial statements or other documents or the related supplement, the definition of Prospectus shall, in relation to such Dealer, mean the Prospectus prior to the receipt by such Dealer of such new or revised report and accounts or financial statements or other documents or the related supplement. (following consultation with c) If the Arranger who terms of the Programme are modified or amended in a manner which would make the Prospectus materially inaccurate or misleading, provided that the Issuer shall decide to continue to issue Covered Bonds under the Programme, a new Prospectus or supplemental Prospectus will consult with the Dealers) be prepared by the publication in accordance with Issuer and the Prospectus Directive of a supplement to the Prospectus or a new prospectus, in each case LLP in a form approved by the Dealers; provided that the Issuer shall not be obliged to consult with the Arranger pursuant to the terms hereof if the supplement or new prospectus, as the case may be, relates only to the publication or issue of any interim or annual accounts of the Issuer or any Category A Shareholder (save where the supplement or new prospectus is published in accordance with Clause 5.2(a)). (c) Notwithstanding the provisions of Clause 5.2(b), in relation to each Tranche of Notes, the Issuer undertakes that in the period from and including the Agreement Date to and including the Issue Date, in each case in respect of such Tranche, it will only prepare and publish a supplement to the Prospectus or a new prospectus if required, or it has reasonable grounds to believe that it is required, to do so in order to comply with the requirements of Article 13.1 of the Prospectus Act and, in such circumstances, the supplement or, as the case may be, the new prospectus shall, solely as between the Issuer and the relevant Dealer and solely for the purposes of Article 13.2 of the Prospectus Act and Clause 5.1(b) of this Agreement, be deemed to have been prepared and published so as to comply with the requirements of Article

Updating of Prospectus. (a) On or before each anniversary of the date of this Agreement, the Issuer shall Issuers shall, prior to the first issue of Notes falling on or after the first anniversary of the date of the most recent Prospectus, update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new prospectus in accordance with the Prospectus DirectiveProspectus, in a form approved reviewed by the Dealers. (b) In the event of (i) If a significant new factor, material mistake or inaccuracy arises or is noted relating to the information included in the Prospectus as then amended and supplemented which is capable of affecting the an assessment by investors of the Notes arising or being noted or (ii) a change in the condition of the Issuer and/or any Shareholder Bank which is material in the context of the Programme or the issue of any Notes, or (iii) the Prospectus otherwise coming to contain an untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Prospectus to comply with, or reflect changes in, the laws or regulations of the Kingdom of Norway or any other relevant jurisdiction of the Issuer, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication in accordance with the Prospectus Directive of a supplement to the Prospectus or a new prospectus, in each case Prospectus will be prepared in a form approved reviewed by the Dealers; , provided that the Issuer shall not be obliged to consult with the Arranger pursuant to the terms hereof if the supplement or new prospectus, as the case may be, relates only to the publication or issue of any interim or annual accounts each of the relevant Issuer or any Category A Shareholder (save where and the supplement or new prospectus is published in accordance with Clause 5.2(a)). (c) Notwithstanding the provisions of Clause 5.2(b), in relation to each Tranche of Notes, the Issuer Guarantor undertakes that in the period from and including the an Agreement Date to and including the related Issue Date, in each case in respect Date of such Tranchethe new Notes, it will only prepare and publish a supplement to to, or replacement of, the Prospectus or a new prospectus if it is required, or it has reasonable grounds to believe that it is required, to do so in order to comply with the requirements of Article 13.1 Section 87G of the Prospectus Act FSMA and, in such circumstances, the such supplement orto, as the case may beor replacement of, the new prospectus Prospectus shall, solely as between the relevant Issuer and the Guarantor and the relevant Dealer and solely for the purposes of Article 13.2 Section 87Q(4) of the Prospectus Act FSMA and Clause 5.1(b) of this Agreementclause 3.2(a), be deemed to have been prepared and published so as to comply with the requirements of ArticleSection 87G of the FSMA. (c) If the terms of the Programme are modified or amended in a manner which would make the Prospectus inaccurate or misleading then a new Prospectus will be prepared and published in accordance with the Prospectus Regulation by the relevant Issuer and (if applicable) the Guarantor in a form approved by the Dealers. (d) Upon any supplement or replacement Prospectus being prepared and published as provided above the Issuer and the Guarantor shall supply to each Dealer such number of copies of such supplement or replacement Prospectus as each Dealer may reasonably request. Until a Dealer receives such supplement or replacement Prospectus, as the case may be, the definition of Prospectus in subclause 1.1 shall, in relation to such Dealer, mean the Prospectus prior to the publication of such supplement or replacement Prospectus, as the case may be.

Updating of Prospectus. (a) On or before each anniversary of the date of this Agreement, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication of a new prospectus Prospectus in accordance with the Prospectus DirectiveRegulation, in a form approved by the Dealers. (b) In the event of (i) a significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which is capable of affecting may affect the assessment of the Notes arising or being noted or (ii) a change in the condition of the Issuer and/or any Shareholder Bank which is material in the context of the Programme or the issue of any Notes, or (iii) the Prospectus otherwise coming to contain an untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Prospectus to comply with, or reflect changes in, the laws or regulations of the Kingdom of Norway or any other relevant jurisdiction of the Issuer, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication in accordance with the Prospectus Directive Regulation of a supplement to the Prospectus or a new prospectusProspectus, in each case in a form approved by the Dealers; provided that the Issuer shall not be obliged to consult with the Arranger pursuant to the terms hereof if the supplement or new prospectusProspectus, as the case may be, relates only to the publication or issue of any interim or annual accounts of the Issuer or any Category A Shareholder (save where the supplement or new prospectus Prospectus is published in accordance with Clause 5.2(a)). (c) Notwithstanding If the provisions terms of Clause 5.2(b)the Programme are modified or amended in a manner which would make the Prospectus inaccurate or misleading, a new Prospectus will be prepared and published in relation to each Tranche of Notes, accordance with the Prospectus Regulation by the Issuer undertakes in a form approved by the Dealers. (d) In the event that in the period from Issuer prepares and including the Agreement Date to and including the Issue Date, in each case in respect of such Tranche, it will only prepare and publish publishes a supplement to the Prospectus or a new prospectus if requiredProspectus, or it has reasonable grounds to believe that it is requiredas the case may be, to do so in order to comply accordance with the requirements of Article 13.1 of the Prospectus Act and, in such circumstancesterms hereof, the Issuer shall promptly provide the Dealers with such number of copies of such supplement oror new Prospectus as the Dealers may reasonably request without cost to the Dealers. Until a Dealer receives such supplement or replacement Prospectus, as the case may be, the new prospectus definition of Prospectus in sub-clause 1.1 shall, solely as between the Issuer and the relevant Dealer and solely for the purposes of Article 13.2 of in relation to such Dealer, mean the Prospectus Act and Clause 5.1(b) prior to the publication of this Agreementsuch supplement or replacement Prospectus, be deemed to have been prepared and published so as to comply with the requirements of Articlecase may be.

Updating of Prospectus. ‌‌‌ (a) On or before each anniversary of the date of this Agreement, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication of a new prospectus Prospectus in accordance with the Prospectus DirectiveRegulation, in a form approved by the Dealers. (b) In the event of (i) a significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which is capable of affecting may affect the assessment of the Notes arising or being noted or (ii) a change in the condition of the Issuer and/or any Shareholder Bank which is material in the context of the Programme or the issue of any Notes, or (iii) the Prospectus otherwise coming to contain an untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Prospectus to comply with, or reflect changes in, the laws or regulations of the Kingdom of Norway or any other relevant jurisdiction of the Issuer, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication in accordance with the Prospectus Directive Regulation of a supplement to the Prospectus or a new prospectusProspectus, in each case in a form approved by the Dealers; provided that the Issuer shall not be obliged to consult with the Arranger pursuant to the terms hereof if the supplement or new prospectusProspectus, as the case may be, relates only to the publication or issue of any interim or annual accounts of the Issuer or any Category A Shareholder (save where the supplement or new prospectus Prospectus is published in accordance with Clause 5.2(a)).5.2(a)).‌ (c) Notwithstanding If the provisions terms of Clause 5.2(b)the Programme are modified or amended in a manner which would make the Prospectus inaccurate or misleading, a new Prospectus will be prepared and published in relation to each Tranche of Notes, accordance with the Prospectus Regulation by the Issuer undertakes in a form approved by the Dealers. (d) In the event that in the period from Issuer prepares and including the Agreement Date to and including the Issue Date, in each case in respect of such Tranche, it will only prepare and publish publishes a supplement to the Prospectus or a new prospectus if requiredProspectus, or it has reasonable grounds to believe that it is requiredas the case may be, to do so in order to comply accordance with the requirements of Article 13.1 of the Prospectus Act and, in such circumstancesterms hereof, the Issuer shall promptly provide the Dealers with such number of copies of such supplement oror new Prospectus as the Dealers may reasonably request without cost to the Dealers. Until a Dealer receives such supplement or replacement Prospectus, as the case may be, the new prospectus definition of Prospectus in sub-clause 1.1 shall, solely as between the Issuer and the relevant Dealer and solely for the purposes of Article 13.2 of in relation to such Dealer, mean the Prospectus Act and Clause 5.1(b) prior to the publication of this Agreementsuch supplement or replacement Prospectus, be deemed to have been prepared and published so as to comply with the requirements of Articlecase may be.

Updating of Prospectus. (a) On or before the first issue of Notes to be listed on the London Stock Exchange after each anniversary of the date of this Agreement, the Issuer Issuers and the Guarantor shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication of a new prospectus prospectus, in accordance with the Prospectus Directive, each case in a form approved by the Dealers. (b) In Subject as set out in the proviso below, in the event of (i) a significant new factor, material mistake or material inaccuracy arising or being noted relating to the information included in the Prospectus in circumstances which is capable of affecting the assessment require a supplement to be prepared pursuant to Article 23(1) of the Notes arising or being noted or (ii) a change in the condition of the Issuer and/or any Shareholder Bank which is material in the context of the Programme or the issue of any Notes, or (iii) the UK Prospectus otherwise coming to contain an untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Prospectus to comply with, or reflect changes inRegulation, the laws or regulations of Issuers and the Kingdom of Norway or any other relevant jurisdiction of the Issuer, the Issuer Guarantor shall update or amend the Prospectus (following consultation with the Arranger Arranger, who will consult with the DealersDealers except in the case of a routine supplement the primary purpose of which is to incorporate by reference the most recent published financial information of the Issuers and/or the Guarantor) by the publication in accordance with the Prospectus Directive of a supplement to the Prospectus it or a new prospectus, in each case Prospectus in a form approved by the Dealers; Arranger and, where consulted, the Dealers (such approval not to be unreasonably withheld or delayed), provided that each Issuer and the Issuer shall not be obliged to consult with the Arranger pursuant to the terms hereof if the supplement or new prospectus, as the case may be, relates only to the publication or issue of any interim or annual accounts of the Issuer or any Category A Shareholder (save where the supplement or new prospectus is published in accordance with Clause 5.2(a)). (c) Notwithstanding the provisions of Clause 5.2(b), in relation to each Tranche of Notes, the Issuer undertakes Guarantor undertake that in the period from and including the an Agreement Date to and including the related Issue Date, in each case in respect Date of such Tranchethe new Notes, it will only prepare and publish a supplement to to, or replacement of, the Prospectus or a new prospectus if it is required, or it has reasonable grounds to believe that it is required, to do so in order to comply with the requirements of Article 13.1 23(1) of the UK Prospectus Act Regulation and, in such circumstances, and only to the extent that Article 23(2) of the UK Prospectus Regulation applies to such new Notes, such supplement orto, or replacement of, the Prospectus shall, solely as between the relevant Issuer and the Guarantor and the relevant Dealer or Lead Manager, as the case may be, the new prospectus shall, solely as between the Issuer and the relevant Dealer and solely for the purposes of such Article 13.2 of the Prospectus Act and Clause 5.1(b) of this Agreementclause 3(2)(a), be deemed to have been prepared and published so as to comply with the requirements of ArticleArticle 23(1) of the UK Prospectus Regulation. (c) Upon any supplement or replacement Prospectus being prepared and published as provided above, the Issuers and the Guarantor shall promptly without cost to the Dealers supply to each Dealer an electronic copy of such supplement or replacement Prospectus. Until a Dealer receives such supplement or replacement Prospectus, as the case may be, the definition of “Prospectus” in clause 1(1) shall, in relation to such Dealer, mean the Prospectus prior to the publication of such supplement or replacement Prospectus, as the case may be. (d) If the terms of the Programme are modified or amended in a manner which would make the Prospectus inaccurate or misleading, a new Prospectus will be prepared and published in accordance with the UK Prospectus Regulation by the Issuers and the Guarantor in a form approved by the Dealers.

Updating of Prospectus. (a) On or before each anniversary of the date of this Agreement, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication of a new prospectus Prospectus in accordance with the Prospectus DirectiveRegulation, in a form approved by the Dealers. (b) In the event of (i) a significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which is capable of affecting may affect the assessment of the Notes arising or being noted or (ii) a change in the condition of the Issuer and/or any Shareholder Bank which is material in the context of the Programme or the issue of any Notes, or (iii) the Prospectus otherwise coming to contain an untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Prospectus to comply with, or reflect changes in, the laws or regulations of the Kingdom of Norway or any other relevant jurisdiction of the Issuer, the Issuer shall update or amend the Prospectus (following consultation with the Arranger who will consult with the Dealers) by the publication in accordance with the Prospectus Directive Regulation of a supplement to the Prospectus or a new prospectusProspectus, in each case in a form approved by the Dealers; provided that the Issuer shall not be obliged to consult with the Arranger pursuant to the terms hereof if the supplement or new prospectusProspectus, as the case may bemaybe, relates only to the publication or issue of any interim or annual accounts of the Issuer or any Category A Shareholder (save where the supplement or new prospectus Prospectus is published in accordance with Clause 5.2(a)). (c) Notwithstanding If the provisions terms of Clause 5.2(b)the Programme are modified or amended in a manner which would make the Prospectus inaccurate or misleading, a new Prospectus will be prepared and published in relation to each Tranche of Notes, accordance with the Prospectus Regulation by the Issuer undertakes in a form approved by the Dealers. (d) In the event that in the period from Issuer prepares and including the Agreement Date to and including the Issue Date, in each case in respect of such Tranche, it will only prepare and publish publishes a supplement to the Prospectus or a new prospectus if requiredProspectus, or it has reasonable grounds to believe that it is requiredas the case may be, to do so in order to comply accordance with the requirements of Article 13.1 of the Prospectus Act and, in such circumstancesterms hereof, the Issuer shall promptly provide the Dealers with such number of copies of such supplement oror new Prospectus as the Dealers may reasonably request without cost to the Dealers. Until a Dealer receives such supplement or replacement Prospectus, as the case may be, the new prospectus definition of Prospectus in sub-clause 1.1 shall, solely as between the Issuer and the relevant Dealer and solely for the purposes of Article 13.2 of in relation to such Dealer, mean the Prospectus Act and Clause 5.1(b) prior to the publication of this Agreementsuch supplement or replacement Prospectus, be deemed to have been prepared and published so as to comply with the requirements of Articlecase may be.