Common use of Hong Kong Clause in Contracts

Hong Kong. Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than (A) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); (B) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (C) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Hong Kong. Each of the UnderwritersUnderwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: that (i) it and each such affiliate has not offered or sold and will not offer or sell in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), by means of the Preliminary Final Prospectus, the Final Prospectus or any document, any Securities other than (A) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); (B) to “professional investors” as defined in within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; , or (CB) in other circumstances which do not result in the document being a “prospectus” as defined in within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinancesuch ordinance; and and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in within the meaning of the SFO and any rules made under the SFOthereunder.

Hong Kong. Each of the UnderwritersUnderwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: that (i) it has not offered or sold and will not offer or sell in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), by means of the Preliminary Final Prospectus, the Final Prospectus or any document, any Securities other than (A) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); (B) to “professional investors” as defined in within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; , or (CB) in other circumstances which do not result in the document being a “prospectus” as defined in within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinancesuch ordinance; and and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in within the meaning of the SFO and any rules made under the SFOthereunder.

Hong Kong. Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, Dealers represents and agrees that: (ia) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than Notes (Aor beneficial interests therein) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); (B) to “professional investors” except for Notes that are a "structured product" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “"SFO”") other than: (i) to "professional investors" as defined in the SFO and any rules made under the SFO; SFO or (Cii) in other circumstances which that do not result in the document being a “"prospectus” " as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the "C(WUMP)O") or which that do not constitute an offer to the public within the meaning of that Ordinancethe C(WUMP)O; and (iib) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which Notes that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which Notes (or beneficial interests therein) that are or are intended to be disposed of only to persons outside Hong Kong or only to “"professional investors” " as defined in the SFO and any rules made under the SFO.