Common use of Hong Kong Clause in Contracts

Hong Kong. Each Underwriter 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 US Notes other than (i) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) or which do not constitute an offer to the public thereunder; and (ii) it has not issued, or had in its possession for the purpose of issue (in each case whether in Hong Kong or elsewhere), any advertisement, invitation or document relating to the US Notes which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to the US Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

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

Hong Kong. Each Underwriter Underwriter, 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, sold and will not offer or sell, sell in Hong Kong, by means of this prospectus or any document, any US Notes Securities other than (iA) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent), or (ii) to "“professional investors" ” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws Cap. 571) of Hong KongKong (the “SFO”) and any rules made thereunderunder the SFO, or (iiiB) in other circumstances which do not result in the document being a "“prospectus" ” within the meaning of the Companies Ordinance (Cap.32, Laws Cap. 32) of Hong Kong) Kong or which do not constitute an offer to the public thereunderwithin the meaning of such ordinance; and and (ii) it has not issued, issued or had in its possession for the purpose purposes of issue, and will not issue (or have in each case its possession for the purposes of issue, whether in Hong Kong or elsewhere), any advertisement, invitation or document relating to the US Notes Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public in of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the US Notes Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "“professional investors" ” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) SFO and any rules made thereunder.