Common use of Hong Kong Clause in Contracts

Hong Kong. Each underwriter has represented and agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities (except for Designated Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies 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 Designated Securities, 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 securities laws of Hong Kong) other than with respect to Designated 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 Securities and Futures Ordinance and any rules made under that Ordinance.

Hong Kong. Each underwriter has represented The Issuer represents, warrants, covenants and agreed agrees (with respect to itself) that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities (except for Designated Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, and (iiA) 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 Designated SecuritiesSecured Notes, which is directed at, or the contents of which are likely to be accessed or read ready 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 Designated Securities Secured Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong (“SFO”) and any rules made under that Ordinancethe SFO; and (B) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Secured Notes which are a “structured product” as defined in the SFO) other than (i) to “professional investors” as defined in the SFO and any rules made under the SFO; or (ii) 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 (“CWUMPO”) or which do not constitute an offer to the public within the meaning of the CWUMPO.

Hong Kong. Each underwriter has represented of the Agents, on behalf of itself and agreed each of its affiliates that participates in the initial distribution of the Notes, 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 Designated Securities Notes other than (except for Designated Securities which are a i) to “structured productprofessional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong KongKong (“SFO”) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinancethe SFO; or (bii) 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 ; 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 Designated SecuritiesNotes, 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 Designated Securities Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance SFO and any rules made under that Ordinancethe SFO.

Hong Kong. Each underwriter has represented and agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities (except for Designated Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectusProspectus” as defined in the Companies 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 Designated 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 Designated 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 Securities and Futures Ordinance and any rules made under that Ordinance.

Hong Kong. Each underwriter has represented The Initial Purchaser represents, warrants, covenants and agreed agrees that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities (except for Designated Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, and (iiA) 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 Designated SecuritiesSecured Notes, which is directed at, or the contents of which are likely to be accessed or read ready 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 Designated Securities Secured Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong (“SFO”) and any rules made under that Ordinancethe SFO; and (B) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Secured Notes which are a “structured product” as defined in the SFO) other than (i) to “professional investors” as defined in the SFO and any rules made under the SFO; or (ii) 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 (“CWUMPO”) or which do not constitute an offer to the public within the meaning of the CWUMPO.

Hong Kong. Each underwriter Dealer has represented and agreed that agreed, and each further Dealer appointed under the Program will be required to represent and agree that: (ia) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities Covered Bonds other than: (except for Designated Securities which are a “structured product” i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance Kong and any rules made under that Ordinance; or (bii) 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 ; 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 Designated Securities, Covered Bonds 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 Designated Securities Covered Bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to “"professional investors” " as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Hong Kong. Each underwriter In addition, each of the underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Bonds, has represented and agreed that (i1) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Designated Securities Bonds other than (except for Designated Securities which are a i) to “structured productprofessional investors” as defined in within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong KongKong (the “SFO”) other than (a) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance; the SFO, or (bii) in other circumstances which do not result in the document being a “''prospectus” as defined in ’’ within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, such ordinance; and (ii2) 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 Designated SecuritiesBonds, 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 Designated Securities the Bonds 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 Securities and Futures Ordinance meaning of the SFO and any rules made under that Ordinancethereunder.