Common use of European Economic Area and United Kingdom Clause in Contracts

European Economic Area and United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes which are the subject of the Prospectus to any “retail investor” in the European Economic Area or the United Kingdom. For the purposes of this provision: (i) the expression “retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (B) a customer within the meaning of Directive (EU) 2016/97 (known as the Insurance Distribution Directive) as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (C) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (known as the Prospectus Regulation) as amended or superseded, and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

European Economic Area and United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes which are the subject of the Prospectus to any “retail investor” in the European Economic Area or in the United Kingdom. For the purposes of this provision: (i) the expression “retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (B) a customer within the meaning of Directive (EU) 2016/97 (known as the Insurance Distribution Directive) as amended or supersededamended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (C) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (known as the Prospectus Regulation) as amended or supersededamended, and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

European Economic Area and United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes which are the subject of the Prospectus to any “retail investor” in the European Economic Area or the United Kingdom. For the purposes of this provision: (i) the expression “retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”),, or (B) a customer within the meaning of Directive (EU) 2016/97 (known as the Insurance Distribution Directive) as amended or supersededamended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (C) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (known as the Prospectus Regulation) as amended or supersededamended, and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes so as to enable an investor to decide to purchase or subscribe for the Offered Notes.