Common use of Japan Clause in Contracts

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; (the “"FIEA”"). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), ) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments Securities and Exchange Act Law of Japan (Act No. 25 of 1948, as amended; the “FIEASecurities and Exchange Law”). Accordingly, ) and each Dealer represents has represented and agrees agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has notnot and will not offer or sell any Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948), as amended; amended (the “"FIEA”"). Accordingly, each Dealer Joint Lead Manager represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or to sell any Notes in Japan or to, or for the benefit of, any a resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), ) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a any resident of Japan in Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, relevant laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; , the “FIEAFinancial Instruments and Exchange Act”). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), ) or to others for re-offering or resalere-sale, directly or indirectly, in Japan or to, or for the benefit of, a any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Financial Instruments and any Exchange Act and other applicable laws, relevant laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act Law of Japan (Act Law No. 25 of 1948, as amended; the “FIEAFIEL”). Accordingly, ) and each Dealer represents has agreed and agrees each further Dealer appointed under the Programme will be required to agree that it has notwill not offer or sell any Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; ) (the “FIEA”). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold sold, and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, Japan including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, relevant laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments Securities and Exchange Act Law of Japan (Act No. 25 of 1948, as amended; the “FIEASecurities and Exchange Law”). Accordingly, ) and each Dealer represents and agrees agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not, directly or indirectly, offered or sold and will notnot offer or sell any Notes, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, to any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments Securities and Exchange Act Law of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, ‘‘Securities and Exchange Law’’) and each Dealer represents has agreed and agrees each further Dealer appointed under the Programme will be required to agree that it has notwill not offer or sell any Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, ) and each Dealer represents has agreed and agrees each further Dealer appointed under the Programme will be required to agree that it has notwill not offer or sell any Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japandefined under Item 5, including any corporation or other entity organised under Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; , the “FIEAFinancial Instruments and Exchange Act”). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), ) or to others for re-offering or resalere-sale, directly or indirectly, in Japan or to, or for the benefit of, a any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Financial Instruments and any Exchange Act and other applicable laws, relevant laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments Securities and Exchange Act Law of Japan (Act No. 25 of 1948the "Securities and Exchange Law") and each Programme Dealer agrees, as amended; the “FIEA”). Accordinglyand each further Dealer or appointed under this Agreement will be required to agree, each Dealer represents and agrees that it has notwill not offer or sell any of the Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), ) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, to a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “"FIEA”). Accordingly, ") and each Dealer represents and agrees that it has notwill not offer or sell any Notes (or beneficial interests therein), directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japandefined under Item 5, including any corporation or other entity organised under Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments Securities and Exchange Act Law of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, "Securities and Exchange Law") and each Dealer represents has agreed, and agrees each further Dealer appointed under the Programme will be required to agree, that it has notwill not offer or sell any Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, to a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.. [Letterhead of Issuer] To: The Dealers referred to below cc. [ ] (as “Agent”)

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.. [Letterhead of Issuer] To: The Dealers referred to below cc. [Citibank N.A., London Branch] (as " Agent")

Japan. The Notes have not been and will not be registered under the Financial Instruments Securities and Exchange Act Law of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, "Securities and Exchange Law") and each Dealer represents agrees, and agrees each further Dealer or appointed under this Agreement will be required to agree, that it has notwill not offer or sell any of the Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), ) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, to a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Accordingly, ) and each Dealer represents has agreed and agrees each further Dealer appointed under the Programme will be required to agree that it has notwill not offer or sell any Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japandefined under Item 5, including any corporation or other entity organised under Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Control Act (Act No. 228 of Japan1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments Securities and Exchange Act Law of Japan (Act No. 25 of 1948, as amended; the “FIEASecurities and Exchange Law”). Accordingly, ) and each Dealer represents has agreed and agrees each further Dealer appointed under the Programme will be required to agree that it has notwill not offer or sell any Notes, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise which will result in compliance with, with the FIEA Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.