Common use of Each issue Clause in Contracts

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Covered Bonds made under Clause 2 are conditional on: (a) there being, as at the proposed Issue Date no event making any of the representations and warranties in Clause 4 untrue or incorrect to an extent which is material in the context of the issue and offering of the Covered Bonds (save as expressly disclosed in writing by the Issuer or the Guarantor, as the case may be, to, and acknowledged in writing by, the relevant Dealer) and there having been delivered to the relevant Dealer(s) a certificate to that effect signed by a duly authorised officer of, as applicable, the Issuer and the Guarantor, dated the Issue Date; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under any of the Transaction Documents or any 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 waived by the relevant Dealer on or prior to the proposed Issue Date; (c) in the case of Covered Bonds which are intended to be listed or admitted to trading, the relevant authority or authorities having agreed to list the Covered Bonds or admit the Covered Bonds to trading, as the case may be, subject only to the issue of the relevant Covered Bonds; (d) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Covered Bonds and the Guarantor to guarantee the Covered Bonds on the proposed Issue Date and for the Issuer and Guarantor to fulfil their obligations under the Covered Bonds and the Covered Bond Guarantee, respectively; (e) 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 Guarantor, if 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; (f) the forms of the Final Terms Document or Pricing Supplement (as the case may be), the applicable Global Covered Bonds, Definitive Covered Bonds 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, the Bond Trustee and the Issuing and Paying Agent and, if applicable, the Registrar; (g) in the case of Covered Bonds being cleared and settled through Euroclear and Clearstream, Luxembourg, the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg and Common Code and ISIN numbers having been obtained in respect of such Covered Bonds; (h) in the case of Covered Bonds being cleared and settled through DTC, such Covered Bonds being eligible for clearance and settlement through DTC and a CUSIP number having been obtained in respect of such Covered Bonds; (i) as applicable, the delivery to the custodian for DTC or the Common Depository of the Regulation S Global Covered Bond 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 of the Temporary Global Covered Bond and/or the Permanent Global Covered Bond representing the relevant Bearer Covered Bonds, in each case as provided in the Agency Agreement; (j) in the case of Covered Bonds that are NGCBs, the Issuing and Paying Agent making the actual instruction to the Common Safekeeper to effectuate each relevant NGCB under the Program, and there having been no variation to the Common Safekeeper under Clause 2.8 of the Agency Agreement; (k) 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; (l) any New Secured Creditor on the proposed Issue Date acceding to the Security Agreement, by delivering a duly executed Accession Undertaking (in the form or substantially in the form set out in Schedule 2 (Accession Undertaking) of the Security Agreement); (m) the Guarantor, the Bond Trustee and the relevant Covered Bond Swap Providers on the proposed Issue Date entering into Covered Bond Swap Agreement, in relation to the relevant Covered Bonds; (n) the CMHC Registration shall be effective; no deregistration of the CMHC Registration has occurred or is pending, and no proceeding for that purpose has been initiated or requested by the Issuer, CMHC or any other person or entity, or, to the knowledge of the Issuer, threatened by CMHC; the Prospectus and other notifications, reports or other documents shall have been timely filed with CMHC under the CMHC Guide or the NHA; and all requests made by CMHC, if any, for additional information shall have been complied with to the reasonable satisfaction of the Dealers; (o) no meeting of the holders of 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 being aware of any circumstances which are likely to lead to the convening of such a meeting; (p) in the case of Covered Bonds (other than Exempt Covered Bonds) which are intended to be listed on the London Stock Exchange: (i) the denomination of the Covered Bonds being at least €100,000 and integral multiples of €1,000 in the case of euro denominated Covered Bonds; and at least U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof in the case of U.S. dollar denominated Covered Bonds and any Rule 144A Covered Bonds (or, if the Covered Bonds are denominated in a currency other than euro or U.S. dollars, the equivalent amount in such currency); (ii) 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 Covered Bonds 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 pursuant to Clause 5.2; (iii) the Prospectus having been approved as a base prospectus by the Financial Conduct Authority and having been published in accordance with the Prospectus Directive; and (iv) the applicable Final Terms Document having been published in accordance with the Prospectus Directive; (q) in the case of Covered Bonds 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 (r) in the case of any Rule 144A Covered Bonds, the Covered Bonds are issued in registered form. 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 Guarantor , 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 Covered Bonds made under Clause 2 are conditional on: (a) there being, as at the proposed Issue Date no event making any of the representations and warranties in Clause 4 untrue or incorrect to an extent which is material in the context of the issue and offering of the Covered Bonds (save as expressly disclosed in writing by the Issuer or the Guarantor, as the case may be, to, and acknowledged in writing by, the relevant Dealer) and there having been delivered to the relevant Dealer(s) a certificate to that effect signed by a duly authorised officer of, as applicable, the Issuer and the Guarantor, dated the Issue Date; (b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under any of the Transaction Documents or any 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 waived by the relevant Dealer on or prior to the proposed Issue Date; (c) in the case of Covered Bonds which are intended to be listed or admitted to trading, the relevant authority or authorities having agreed to list the Covered Bonds or admit the Covered Bonds to trading, as the case may be, subject only to the issue of the relevant Covered Bonds; (d) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Covered Bonds and the Guarantor to guarantee the Covered Bonds on the proposed Issue Date and for the Issuer and Guarantor to fulfil their obligations under the Covered Bonds and the Covered Bond Guarantee, respectively; (e) 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 Guarantor, if 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; (f) the forms of the Final Terms Document or Pricing Supplement (as the case may be), the applicable Global Covered Bonds, Definitive Covered Bonds 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, the Bond Trustee and the Issuing and Paying Agent and, if applicable, the Registrar; (g) in the case of Covered Bonds being cleared and settled through Euroclear and Clearstream, Luxembourg, the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg and Common Code and ISIN numbers having been obtained in respect of such Covered BondsLuxembourg; (h) in the case of Covered Bonds being cleared and settled through DTC, such Covered Bonds being eligible for clearance and settlement through DTC and a CUSIP number having been obtained in respect of such Covered Bonds; (i) as applicable, the delivery to the custodian for DTC or the Common Depository of the Regulation S Global Covered Bond or the Rule 144A Global Covered Bond, representing the relevant Registered Covered Bonds and/or the delivery to the Common Depositary, Depositary or, as the case may be, the Common Safekeeper of the Temporary Global Covered Bond and/or the Permanent Global Covered Bond representing the relevant Bearer Covered Bonds, in each case as provided in the Agency Agreement; (ji) in the case of Covered Bonds that are NGCBs, the Issuing and Paying Agent making the actual instruction to the Common Safekeeper to effectuate each relevant NGCB under the Program, and there having been no variation to the Common Safekeeper under Clause 2.8 of the Agency Agreement; (kj) 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; (lk) any New Secured Creditor on the proposed Issue Date acceding to the Security Agreement, by delivering a duly executed Accession Undertaking (in the form or substantially in the form set out in Schedule 2 (Accession Undertaking) of the Security Agreement); (ml) the Guarantor, the Bond Trustee and the relevant Covered Bond Swap Providers on the proposed Issue Date entering into Covered Bond Swap Agreement, in relation to the relevant Covered Bonds; (nm) the CMHC Registration shall be effective; no deregistration of the CMHC Registration has occurred or is pending, and no proceeding for that purpose has been initiated or requested by the Issuer, CMHC or any other person or entity, or, to the knowledge of the Issuer, threatened by CMHC; the Prospectus and other notifications, reports or other documents shall have been timely filed with CMHC under the CMHC Guide or the NHA; and all requests made by CMHC, if any, for additional information shall have been complied with to the reasonable satisfaction of the Dealers; (on) no meeting of the holders of 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 being aware of any circumstances which are likely to lead to the convening of such a meeting; (po) in the case of Covered Bonds (other than Exempt Covered Bonds) which are intended to be listed on the London Stock Exchange:): (i) the denomination of the Covered Bonds being at least €100,000 and integral multiples of €1,000 (or its equivalent in the case of euro denominated Covered Bonds; and at least U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof in the case of U.S. dollar denominated Covered Bonds and any Rule 144A Covered Bonds (or, if the Covered Bonds are denominated in a currency other than euro currency) or U.S. dollars, the equivalent amount in such currency)more; (ii) 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 Covered Bonds 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 pursuant to Clause 5.2; (iii) the Prospectus having been approved as a base prospectus by the Financial Conduct Authority and having been published in accordance with the Prospectus Directive; and (iv) the applicable Final Terms Document having been published in accordance with the Prospectus Directive;; and (qp) in the case of Covered Bonds 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 (r) in the case of any Rule 144A Covered Bonds, the Covered Bonds are issued in registered form. 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 Guarantor , by notice to the Issuer to be released and discharged from its obligations under the agreement reached under Clause 2.