THE DATE OF ISSUE OF ANY NOTE DOES NOT AND WILL NOT EXCEED THE
MAXIMUM AMOUNT SET OUT IN THE PROGRAMME SUMMARY (AS INCREASED FROM TIME TO TIME
PURSUANT TO CLAUSE 2.5) AND FOR THIS PURPOSE THE NOMINAL AMOUNT OF ANY NOTE
DENOMINATED IN ANY CURRENCY OTHER THAN DOLLARS SHALL BE TAKEN AS THE DOLLAR
EQUIVALENT OF SUCH NOMINAL AMOUNT AS AT THE DATE OF THE AGREEMENT FOR THE ISSUE
OF SUCH NOTE; AND
3.1.12
INVESTMENT COMPANY: THE ISSUER IS NOT AN INVESTMENT COMPANY AS
DEFINED IN THE UNITED STATES INVESTMENT COMPANY ACT OF 1940.
3.2
NOTICE OF INACCURACY
If, prior to the time a Note is issued and delivered to or for the account of
the relevant Dealer, an event occurs which would render any of the
representations and warranties set out in Clause 3.1 immediately, or with the
lapse of time, untrue or incorrect in any
10
material respect, the Issuer will inform the relevant Dealer in writing as soon
as practicable of the occurrence of such event.
In either case, the relevant
Dealer shall inform the Issuer in writing without any undue delay whether it
wishes to continue or discontinue the issuance and delivery of the respective
Notes.
4.
COVENANTS AND AGREEMENTS
4.1
ISSUER
The Issuer covenants and agrees that:
4.1.1
DELIVERY OF PUBLISHED INFORMATION:
WHENEVER THE ISSUER SHALL
PUBLISH OR MAKE AVAILABLE TO ITS SHAREHOLDERS OR TO THE PUBLIC (BY FILING WITH
ANY REGULATORY AUTHORITY, SECURITIES EXCHANGE OR OTHERWISE) ANY INFORMATION
WHICH COULD REASONABLY BE EXPECTED TO BE MATERIAL IN THE CONTEXT OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THE ISSUER SHALL NOTIFY THE
DEALER(S) AS TO THE NATURE OF SUCH INFORMATION, SHALL MAKE A REASONABLE NUMBER
OF COPIES OF SUCH INFORMATION AVAILABLE TO THE DEALER(S) UPON REQUEST TO PERMIT
DISTRIBUTION TO INVESTORS AND PROSPECTIVE INVESTORS AND SHALL TAKE SUCH ACTION
AS MAY BE NECESSARY TO ENSURE THAT THE REPRESENTATION AND WARRANTY CONTAINED IN
SUB-CLAUSE 3.1.5 IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON THE DATES
CONTEMPLATED BY SUCH SUB-CLAUSE.
NOTWITHSTANDING THE FOREGOING, THE ISSUER WILL
SATISFY ITS OBLIGATIONS TO NOTIFY THE DEALER(S) UNDER THIS CLAUSE 4.1.1 BY
MAINTAINING AN E-MAIL ALERT SYSTEM AFFORDING THE DEALER(S) THE OPPORTUNITY TO
REGISTER VIA THE ISSUER'S WEB SITE TO RECEIVE NOTIFICATION OF THE ISSUER'S NEWS
RELEASES AND FILINGS WITH THE SEC, AND THE DEALERS AGREE TO SO REGISTER.
THE
ISSUER WILL NOTIFY THE DEALER(S) IF THE E-MAIL ALERT SYSTEM IS DISCONTINUED AND,
IN SUCH EVENT, NOTICES PURSUANT TO THIS CLAUSE 4.1.1 WILL BE DELIVERED IN
ACCORDANCE WITH CLAUSE 7.1 OF THIS AGREEMENT.
CERTAIN SEC FILINGS ARE AVAILABLE
VIA ELECTRONIC MEANS INCLUDING THE INTERNET
() AND BLOOMBERG BUSINESS NEWS.
4.1.2
INDEMNITY:
THE ISSUER UNDERTAKES TO THE DEALERS THAT IF THE
DEALER OR ANY OF THE DEALER'S RELATED PARTIES INCURS ANY LOSS ARISING OUT OF:
(A)
THE ISSUER'S FAILURE (OTHER THAN, IN THE REASONABLE OPINION OF THE
ISSUER, FOR TECHNICAL REASONS) TO MAKE DUE PAYMENT UNDER THE NOTES; OR
(B)
NOTES NOT BEING ISSUED FOR ANY REASON (OTHER