Common use of Each issue Clause in Contracts

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made pursuant to clause 2 are conditional upon: (a) there having been, as at the proposed Issue Date, no material adverse change from that set forth in the Base Prospectus as at the relevant Agreement Date in the condition (financial or otherwise), business, prospects or results of operations of the Issuer and its subsidiaries considered as a whole, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the warranties contained in clause 4; (b) there being no outstanding material breach of any of the obligations of the Issuer under this Agreement, the Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as provided in subclause (5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as aforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on such Issue Date) not exceeding U.S.$7,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held; (f) there having occurred, between the Agreement Date and the Issue Date for such Notes, none of the following: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or in respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, declared by the relevant national authority; (c) the outbreak or escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions that exist on such Agreement Date) if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (f) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially impairs the investment quality of the Notes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes on the proposed Issue Date and for the Issuer to fulfil its obligations under such Notes and the Issuer having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of such resolutions, approvals or consents and, where applicable, certified English translations thereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the Issuer’s debt by Standard & Poor’s, Moody’s or Fitch Ratings Ltd. or the placing on “Creditwatch” with negative implications or similar publication of formal review by the relevant rating agency; (i) the forms of the Final Terms, the applicable Global Notes, Notes in definitive form 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 and the Agent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; and (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require, or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5(2). (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State (other than Luxembourg) 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, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) 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 Notes made pursuant to clause 2 are conditional upon: (a) there having been, as at the proposed Issue Date, no material adverse change from that set forth in the Base Prospectus as at the relevant Agreement Date in the condition (financial or otherwise), business, prospects or results of operations of the Issuer and its subsidiaries considered as a whole, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the warranties contained in clause 4; (b) there being no outstanding material breach of any of the obligations of the Issuer under this Agreement, the Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as provided in subclause (5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as aforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on such Issue Date) not exceeding U.S.$7,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held; (f) there having occurred, between the Agreement Date and the Issue Date for such Notes, none of the following: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or in respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, declared by the relevant national authority; (c) the outbreak or escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions that exist on such Agreement Date) if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organizationorganisation”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (f) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially impairs the investment quality of the Notes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes on the proposed Issue Date and for the Issuer to fulfil its obligations under such Notes and the Issuer having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of such resolutions, approvals or consents and, where applicable, certified English translations thereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the Issuer’s debt by Standard & Poor’s, Moody’s or Fitch Ratings Ltd. or the placing on “Creditwatch” with negative implications or similar publication of formal review by the relevant rating agency; (i) the forms of the Final Terms, the applicable Global Notes, Notes in definitive form 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 and the Agent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; and (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require, or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, require the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus DirectiveDirective as implemented in Luxembourg; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5(2). (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State (other than Luxembourg) 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, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn uplisted. In the event that any of the foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) 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 Notes made pursuant to clause 2 are conditional upon: (a) there having been, as at the proposed Issue Date, no material adverse change from that set forth in the Base Prospectus as at the relevant Agreement Date in the condition (financial or otherwise), business, prospects or results of operations of the Issuer and its subsidiaries considered as a whole, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the warranties contained in clause 4; (b) there being no outstanding material breach of any of the obligations of the Issuer under this Agreement, the Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as provided in subclause (5)) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as aforesaid) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on such Issue Date) not exceeding U.S.$7,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list such Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjournedadjourned to a later date, the adjourned meeting having not been heldresumed; (f) there having occurred, between the Agreement Date and the Issue Date for such Notes, none of the following: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or in respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, declared by the relevant national authority; (c) the outbreak or escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions that exist on such Agreement Date) if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (f) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially impairs the investment quality of the Notes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes on the proposed Issue Date and for the Issuer to fulfil its obligations under such Notes and the Issuer having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of such resolutions, approvals or consents and, where applicable, certified English translations thereof; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the Issuer’s debt by Standard & Poor’s, Moody’s or Fitch Ratings Ltd. or the placing on “Creditwatch” with negative implications or similar publication of formal review by the relevant rating agency; (i) the forms of the Final Terms, the applicable Global Notes, Notes in definitive form 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 and the Agent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the common depositary or, as the case may be, the common safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; and; (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require, or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5(2). (n) from the date of entry into force of the Directive amending the Prospectus Directive and Directive 2004/109/EC (the “Transparency Directive”) (together, the “Amending Directive”), which is expected to be in November or December 2010, Notes to be admitted to trading on a regulated market within the European Economic Area with a maturity date which will fall after the implementation date of the Amending Directive in the relevant European Economic Area Member State must have a minimum denomination of €100,000 (or if Notes are denominated in a currency other than euro, the equivalent amount in such currency); and (o) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg Stock Exchange) or offered to the public in a European Economic Area Member State (other than Luxembourg) 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, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the foregoing conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) 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 subscription of Notes made pursuant under Clause 2 (Agreements to clause 2 Issue and Subscribe for Notes) are conditional uponon: (a) there having been, as at the proposed Issue Date, no material adverse change or any development involving a prospective material adverse change from that set forth in the Base Prospectus as at the relevant Agreement Date in the consolidated financial condition (financial or otherwise), business, prospects or results of operations of the Issuer and its subsidiaries considered as a whole, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause 4;Clause 4 (Representations and Warranties of the Issuer);‌ (b) there being no outstanding material breach of any of the obligations of the Issuer under this Agreement, the Trust Deed, the Agency Agreement or any Notes which is material in the context of the issue of Notes and which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause 12Clause 12 (Increase in the Aggregate Nominal Amount of the Programme), the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as provided in subclause (5)sub-clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as aforesaidso determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency AgreementTrust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on such the Issue Date) not exceeding U.S.$7,000,000,000;U.S.$1,500,000,000;‌ (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list such the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held; (f) there having occurredbeen, between the Agreement Date and the Issue Date for such the Notes, none of the following: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the judgment opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer (after consultation with the Issuer, if practicable), be likely to prejudice materially the sale by the Dealer of the Notes proposed to be issued or, if more than onewhere relevant, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by dealing in such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or in respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, declared by the relevant national authority; (c) the outbreak or escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions that exist on such Agreement Date) if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or secondary market;‌ (f) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially impairs the investment quality of the Notes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes on the proposed Issue Date and for the Issuer to fulfil its obligations under such Notes the Notes, and the Issuer having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of such those resolutions, approvals or consents and, where applicable, certified English translations thereofof them; (hg) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the Issuer’s 's debt by Standard & Poor’s, Moody’s 's or Fitch Ratings Ltd. or the placing on “"Creditwatch” " with negative implications or similar publication of formal review by the relevant rating agency; (ih) the forms of the applicable Final Terms, the applicable Global Notes, Notes in definitive form 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 and Dealer, the AgentTrustee, the Principal Paying Agent and, if applicable, the Registrar; (ji) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (kj) the delivery to the Registrar as custodian of the Registered Global Note representing the relevant Registered Notes and the delivery to the common depositary or, as the case may be, the common safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Bearer Notes in each case as provided in the Agency Agreement; (lk) any calculations or determinations which are required by the relevant Conditions and/or Additional Note Conditions to have been made prior to the Issue Date having been duly made; and; (l) in the case of Notes which are intended to be listed on Euronext Dublin, the Base Prospectus having been approved as a base prospectus by the Central Bank of Ireland and having been published in accordance with the Prospectus Regulation;‌ (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require, or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus Directive; and (iii) either (A) there being no significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus which is capable of affecting the assessment of the Notes or (B) if there is such a significant new factor, material mistake or inaccuracy, a supplement to the Base Prospectus having been published in accordance with the Prospectus Directive pursuant to clause 5(2). (n) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than Euronext Dublin) or in the Luxembourg Stock Exchange) United Kingdom or offered to the public in a European Economic Area Member State (other than LuxembourgIreland) or in the United Kingdom in circumstances which require the publication of a prospectus under the Prospectus DirectiveRegulation, the competent authority of each relevant such European Economic Area Member State or the United Kingdom (as applicable) having been notified in accordance with the procedures set out in Articles 17 24 and 18 25 of the Prospectus Directive Regulation and all requirements under those Articles having been satisfied and, if required pursuant to Article 19(4) 7 of the Prospectus DirectiveRegulation, a summary having been drawn upup;‌ (n) in the case of Subordinated Capital Notes, compliance with the applicable Regulatory Capital Requirements and Additional Conditions (if any) prescribed by the Prudential Authority, and the Prudential Authority having approved the issue of the Subordinated Capital Notes;‌ (o) the Issuer shall have obtained the prior written approval of the Financial Surveillance Department of the South African Reserve Bank and, in respect of Notes the proceeds of which are intended to qualify as Regulatory Capital, the Prudential Authority for the issue of the Notes and the applicable Final Terms (except to the extent no longer required); and‌ (p) the board of the directors of the Issuer (or a duly authorised Directors' Committee, to which the powers of the directors have been delegated) shall have passed a resolution authorising the issue of the Notes. In the event that any of the foregoing above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under clause 2Clause 2 (Agreements to Issue and Subscribe for Notes).

Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made pursuant to under clause 2 are conditional uponon: (a) there having been, as at the proposed Issue Date, no material adverse change or any development involving a prospective material adverse change from that set forth in the Base Prospectus Offering Circular as at the relevant Agreement Date in the consolidated condition (financial or otherwise), businessresults of operations, prospects or results of operations business affairs of the relevant Issuer and its subsidiaries considered as a whole, nor the occurrence of any event making untrue or incorrect to an extent which is material as aforesaid any of the representations and warranties contained in clause 4; (b) there being no outstanding material breach of any of the obligations of the relevant Issuer under this Agreement, the Agency Agreement or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date; (c) subject to clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as provided in subclause (5)3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as aforesaidso determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on such the Issue Date) not exceeding U.S.$7,000,000,000U.S.$20,000,000,000; (d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list such the Notes, subject only to the issue of the relevant Notes; (e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been heldheld and the relevant Issuer not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) in the opinion of the relevant Dealer (after consultation with the Issuer, if practicable): (i) there being: (A) no circumstances such as to prevent or to a material extent restrict payment for the Notes in the manner contemplated in this Agreement; or (B) no circumstances such as to a material extent prevent or restrict settlement of transactions in the Notes in the market or otherwise; or (ii) there having occurredbeen no change in national or international political, legal, tax or regulatory conditions or any calamity or emergency, which has in its view caused a substantial deterioration in the price and/or value of the Notes, between the Agreement Date and the Issue Date for such Notes, none of the following: (a) a suspension or material limitation (including any setting of minimum prices) in trading in securities generally on the New York Stock Exchange, the London Stock Exchange or any stock exchange on which such Notes are to be listed if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (b) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, in Europe declared by the European Central Bank or, in respect of Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom, declared by the relevant national authorities, or in respect of the country (if not included in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, declared by the relevant national authority; (c) the outbreak or escalation of hostilities involving the United States, Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or the United Kingdom or the country (if not including in the foregoing list of countries) in whose currency the payments of interest or principal on the Notes are denominated, or the declaration by any such country of a national emergency or war (other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions that exist on such Agreement Date) if the effect of any such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (d) the suspension in trading in the securities of the Issuer on any national securities exchange or quotation system on which they are listed or quoted if the effect of such event, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, is to make it impracticable or inadvisable to proceed with the solicitation by such relevant Dealer(s) of offers to purchase Notes or the purchase of Notes from the Issuer as principal on the terms and in the manner contemplated by the Base Prospectus, as amended or supplemented; (e) any downgrading in or withdrawal of the rating accorded the Issuer’s senior debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the U.S. Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act; or (f) any material change in or affecting the business or properties of the Issuer that, in the judgment of the relevant Dealer or, if more than one, the relevant Lead Manager on behalf of the relevant Dealers, materially impairs the investment quality of the Notes; (g) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the relevant Issuer to issue the Notes on the proposed Issue Date and for the relevant Issuer to fulfil its obligations under such the Notes and the relevant Issuer having delivered to the relevant Dealer (and, to the extent not previously delivered, to the Arranger) certified copies of such those resolutions, approvals or consents and, where applicable, certified English translations thereofof them; (h) there having been, between the Agreement Date and the Issue Date, no downgrading in the rating of any of the relevant Issuer’s debt by Standard & Poor’s, Moody’s or Fitch ▇▇▇▇▇ Ratings Ltd. Ltd or the placing on “Creditwatch” with negative implications or similar publication of formal review by the relevant rating agency; (i) the forms of the Final Terms, the applicable Global Notes, Notes in definitive form and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the relevant Issuer, the relevant Dealer and the Principal Paying Agent; (j) the relevant currency being accepted for settlement by Euroclear and Clearstream, Luxembourg; (k) the delivery to the Principal Paying Agent as custodian of the Registered Global Note representing the relevant Registered Notes and the delivery, if the Notes are CGNs, to the common depositary or, as if the case may beNotes are NGNs, the common safekeeper of the Temporary Global Note and/or the Permanent Global Note representing the relevant Bearer Notes as provided in the Agency Agreement; (l) any calculations or determinations which are required by the relevant Conditions to have been made prior to the Issue Date having been duly made; and; (m) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange or offered to the public in a European Economic Area Member State in circumstances which require, or but for the fact that the denomination of the Notes is €50,000 (or its equivalent in any other currency) would require, the publication of a prospectus under the Prospectus Directive: (i) the minimum denomination of the Notes being €50,000 (or, if the Notes are denominated or its equivalent in a currency any other than euro, the equivalent amount in such currency) or such other amount as may be allowed or required from time to time by the relevant regulatory authority or any laws or regulations applicable to the currency of the Notes; (ii) the Base Prospectus having been approved as a base prospectus by the Commission de Surveillance du Secteur Financier and the applicable Final Terms having been published in accordance with the Prospectus Directivemore; and (iiiii) either (A) there being no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectus Offering Circular which is capable of affecting the assessment of the Notes which are intended to be listed or (B) if there is such a significant new factor, material mistake or material inaccuracy, a supplement to the Base Prospectus Offering Circular having been published in accordance with the Prospectus Directive pursuant to clause 5(2).5.2; (n) in the case of Notes which are intended to be listed on the London Stock Exchange the Offering Circular having been approved as a base prospectus by the Financial Services Authority and having been published in accordance with the Prospectus Directive; and (o) in the case of Notes which are intended to be listed on a European Economic Area Stock Exchange (other than the Luxembourg London Stock Exchange) or offered to the public in a European Economic Area Member State (other than Luxembourgthe 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, if required pursuant to Article 19(4) of the Prospectus Directive, a summary having been drawn up. In the event that any of the foregoing above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the relevant Issuer to be released and discharged from its obligations under the agreement reached under clause 2.