Common use of Offering Restrictions Clause in Contracts

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwriters; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall require the Parent Guarantor, the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA would not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Securities to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorized or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwritersunderwriters; or (cd) in any other circumstances falling within Article 3(2) of the Prospectus Directive; , provided that no such offer of the Securities shall require the Parent Guarantor, the Issuer Company or any Underwriter underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA would not apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Offering Restrictions. (i) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has ) they have not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement notes to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that they may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the UnderwritersUnderwriter nominated by the Company for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall require the Parent Guarantor, the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities securities to the public” in relation to any Securities of the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities notes to be offered so as to enable an investor to decide to purchase or subscribe for the Securitiesnotes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State, State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has they have complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 (the “FSMA”) with respect to anything done by them in relation to the notes in, from or otherwise involving the United Kingdom; and (b) they have only communicated or caused to be communicated and will only communicate or cause to be communicated an any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it them in connection with the issue or sale of the Securities any notes in circumstances in which Section 21(1) of the FSMA would does not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdomus.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement Notes to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorised or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 100 natural or legal persons (other than qualified investors as defined in the Prospectus Prospective Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrepresentative of any such offer; or (cd) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall which do not require the Parent Guarantor, publication by the Issuer or any Underwriter to publish of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities Notes to be offered so as to enable an investor to decide to purchase or subscribe for the SecuritiesNotes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the Securities Notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities Notes in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwriters; or (c) in any other circumstances falling within Article 3(2) of the Prospectus DirectiveDirective ; provided that no such offer of the Securities shall require the Parent Guarantor, the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA would not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other than: (a) to any legal entity entities which is a qualified investor as defined are authorized or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the UnderwritersRepresentative; or (cd) in any other circumstances falling within Article 3(2) of the Prospectus Directive; . provided that no such offer of the Securities shall require the Parent Guarantor, the Issuer Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities securities to the public” in relation to any Securities securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA would does not apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement Notes to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorised or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 100 natural or legal persons (other than qualified investors as defined in the Prospectus Prospective Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrepresentative of any such offer; or (cd) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall which do not require the Parent Guarantor, publication by the Issuer or any Underwriter to publish of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities Notes to be offered so as to enable an investor to decide to purchase or subscribe for the SecuritiesNotes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx Axx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities Notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities Notes in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Securities to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorised or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to fewer any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 100, or, if the Relevant Member State has implemented the relevant provision €43,000,000 and (3) an annual net turnover of the 2010 PD Amending Directive, 150, natural or legal persons (other more than qualified investors as defined in the Prospectus Directive)€50,000,000, as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwritersshown in its last annual or consolidated accounts; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall which do not require the Parent Guarantor, publication by the Issuer or any Underwriter to publish of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx Axx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities notes in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement Notes to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorised or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to fewer any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 100, or, if the Relevant Member State has implemented the relevant provision €43,000,000 and (3) an annual net turnover of the 2010 PD Amending Directive, 150, natural or legal persons (other more than qualified investors as defined in the Prospectus Directive)€50,000,000, as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwritersshown in its last annual or consolidated accounts; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall which do not require the Parent Guarantor, publication by the Issuer or any Underwriter to publish of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities Notes to be offered so as to enable an investor to decide to purchase or subscribe for the SecuritiesNotes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the Securities notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities notes in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement Notes to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorised or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to fewer any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 100, or, if the Relevant Member State has implemented the relevant provision €43,000,000 and (3) an annual net turnover of the 2010 PD Amending Directive, 150, natural or legal persons (other more than qualified investors as defined in the Prospectus Directive)€50,000,000, as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwritersshown in its last annual or consolidated accounts; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall which do not require the Parent Guarantor, publication by the Issuer or any Underwriter to publish of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities Notes to be offered so as to enable an investor to decide to purchase or subscribe for the SecuritiesNotes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx Axx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities notes in, from or otherwise involving the United Kingdom.

Offering Restrictions. You hereby represent to the Company and agree with respect to the Program Securities that: (a) In respect of any offer of Program Securities on or after January 1, 2018, unless the Time of Sale Prospectus or the Prospectus in respect of any Program Securities specifies the “Prohibition of Sales to EEA Retail Investors” as “Not Applicable”, you will not offer, sell or otherwise make available any Program Securities which are the subject of the offering contemplated by the Time of Sale Prospectus or the Prospectus in relation thereto to any retail investor in the European Economic Area. 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 2002/92/EC (as amended), 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 the Prospectus Directive (as defined in Section 7(b) below); and (ii) the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Program Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Program Securities. (b) Prior to January 1, 2018, and from that date if the Time of Sale Prospectus or the Prospectus in respect of any Program Securities specifies the “Prohibition of Sales to EEA Retail Investors” as “Not Applicable”, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and you will not make an offer of the Program Securities which are the subject of the offering contemplated by any free writing prospectus relating to the prospectus supplement Program Securities, the Prospectus and the Time of Sale Prospectus to the public in that Relevant Member State other thanexcept that you may, with effect from and including the Relevant Implementation Date, make an offer of such Program Securities to the public in that Relevant Member State at any time: (ai) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (bii) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrelevant agent, underwriter or dealer nominated by the Company for any such offer; or (ciii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; , provided that no such offer of the Program Securities referred to in (i) to (iii) above shall require the Parent Guarantor, the Issuer Company or any Underwriter agent, underwriter or dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provisionSection 7(b), the expression an “offer of the Program Securities to the public” in relation to any Program Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Program Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Program Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments theretoas amended, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that:. (ac) it has With respect to Program Securities to be offered or sold in the United Kingdom, (1) you have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it you in connection with the issue or sale of the Program Securities in circumstances in which Section 21(1) of the FSMA would does not apply to the Issuer; and Company, and (b2) it has you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it you in relation to the Program Securities in, from or otherwise involving the United Kingdom. (d) With respect to any Program Securities that have a maturity of less than one year, (x) you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business, and (y) you have not offered or sold and will not offer or sell any Program Securities other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Program Securities would otherwise constitute a contravention of Section 19 of the FSMA by the Company. (e) The Program Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as amended, the “FIEA”). You will not offer or sell any Program Securities, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or benefit of any 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. (f) You will not offer or sell, directly or indirectly, any Program Securities in the Republic of France and will not distribute or cause to be distributed in the Republic of France the Prospectus or any other offering material relating to the Program Securities, except to qualified investors (investisseurs qualifiés) as defined in and in accordance with Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier. (g) The contents of the Prospectus have not been reviewed or approved by any regulatory authority in Hong Kong. The Prospectus does not constitute an offer or invitation to the public in Hong Kong to acquire Program Securities. Accordingly, no person may issue or have in its possession for the purpose of issue, the Prospectus or any advertisement, invitation or document relating to the Program Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong, except (i) where the Program Securities are only intended to be offered to “professional investors” (as such term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and the subsidiary legislation made thereunder), (ii) in circumstances which do not result in the Prospectus being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (“CO”), or (iii) in circumstances which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of the Program Securities is personal to the person to whom the Prospectus has been delivered by or on behalf of Xxxxxx Xxxxxxx, and a subscription for Program Securities will only be accepted from such person. No person to whom a copy of the Prospectus is issued may copy, issue or distribute the Prospectus to any other person. (h) Neither any free writing prospectus relating to the Program Securities nor the Prospectus has been registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the “SFA”) by the Monetary Authority of Singapore and the Program Securities will be offered pursuant to exemptions under the SFA. Accordingly, any free writing prospectus relating to the Program Securities, the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Program Securities may not be circulated or distributed, nor may the Program Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA (an “Institutional Investor”)) pursuant to Section 274 of the SFA, (ii) to an accredited investor (as defined in Section 4A of the SFA (an “Accredited Investor”)) or other relevant person (as defined in Section 275(2) of the SFA (a “Relevant Person”)) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the SFA. You understand that where Program Securities are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is: (i) a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or (ii) a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, shares, debentures and units of shares and debentures of that corporation and the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferred for six months after that corporation or that trust has subscribed for or acquired the Program Securities except: (A) to an Institutional Investor, or an Accredited Investor or other Relevant Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust); (B) where no consideration is or will be given for the transfer; (C) where the transfer is by operation of law; (D) as specified in Section 276(7) of the SFA; or (E) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. (i) The Program Securities may not be offered or sold, directly or indirectly, in or from Switzerland except in circumstances that will not result in the offer of the Program Securities being a public offering in Switzerland within the meaning of the Swiss Federal Code of Obligations (“CO”). Neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering or marketing material relating to the Program Securities constitutes a prospectus as that term is understood pursuant to Article 652a or 1156 CO or a listing prospectus pursuant to the listing rules of SIX Swiss Exchange, and neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering material relating to the Program Securities may be publicly distributed or otherwise made publicly available in Switzerland. The Program Securities are not authorized by or registered with the Swiss Financial Market Supervisory Authority as a foreign collective investment scheme. Therefore, investors do not benefit from protection under the Swiss Federal Act on Collective Investment Schemes or supervision by the Swiss Financial Market Supervisory Authority. (j) Without prejudice to the provisions of this Section 7 above, you will not purchase, deliver, offer or sell any Program Securities, or possess or distribute offering material in relation to such Program Securities, in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by you or for or on behalf of the Company unless such consent, approval or permission has been previously obtained. Without prejudice to the provisions of this Section 7 above and subject to the obligations of the Company set forth in Section 3 of this Agreement, the Company shall have no responsibility for, and you will obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Program Securities, or the possession or distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.

Offering Restrictions. You hereby represent to the Company and agree with respect to the Program Securities that: (a) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and you will not make an offer of the Program Securities which are the subject of the offering contemplated by any free writing prospectus relating to the prospectus supplement Program Securities and the Prospectus to the public in that Relevant Member State other thanexcept that you may, with effect from and including the Relevant Implementation Date, make an offer of such Program Securities to the public in that Relevant Member State at any time: (ai) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (bii) to fewer than 100, 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrelevant agent, underwriter or dealer nominated by the Company for any such offer; or (ciii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; , provided that no such offer of the Program Securities referred to in (i) to (iii) above shall require the Parent Guarantor, the Issuer Company or any Underwriter agent, underwriter or dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provisionSection 7(a), the expression an “offer of the Program Securities to the public” in relation to any Program Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Program Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Program Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, Directive to the extent implemented in the Relevant Member State), ) and includes any relevant implementing measure in each Relevant Member State, State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that:. (ab) it has With respect to Program Securities to be offered or sold in the United Kingdom, (1) you have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it you in connection with the issue or sale of the Program Securities in circumstances in which Section 21(1) of the FSMA would does not apply to the Issuer; and Company, and (b2) it has you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it you in relation to the Program Securities in, from or otherwise involving the United Kingdom. (c) With respect to any Program Securities that have a maturity of less than one year, (x) you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business, and (y) you have not offered or sold and will not offer or sell any Program Securities other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Program Securities would otherwise constitute a contravention of Section 19 of the FSMA by the Company. (d) The Program Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as amended, the “FIEA”). You will not offer or sell any Program Securities, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or 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. (e) You will not offer or sell, directly or indirectly, any Program Securities in the Republic of France and will not distribute or cause to be distributed in the Republic of France the Prospectus or any other offering material relating to the Program Securities, except to qualified investors (investisseurs qualifiés) as defined in and in accordance with Articles L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier. (f) None of the Program Securities (except for Program Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) has been offered or sold or will be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) and any rules made under that Ordinance 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 the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance. No person has issued or may issue or had or may have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Program 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 applicable securities law of Hong Kong) other than with respect to the Program 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 that Ordinance. (g) Neither any free writing prospectus relating to the Program Securities nor the Prospectus has been registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the “SFA”) by the Monetary Authority of Singapore and the Program Securities will be offered pursuant to exemptions under the SFA. Accordingly, neither any free writing prospectus relating to the Program Securities nor the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Program Securities may be circulated or distributed, nor may the Program Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA), (ii) to a relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”), or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemption or provision of the SFA. You understand that where Program Securities are subscribed or purchased pursuant to an offer made in reliance on Section 275 by a Relevant Person which is: (i) a corporation (which is not an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or (ii) a trust (where the trustee is not an Accredited Investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, the securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferred for six months after that corporation or that trust has acquired the Program Securities pursuant to an offer made under Section 275 of the SFA except: (A) to an Institutional Investor or to a Relevant Person, or to any person arising from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust); (B) where no consideration is or will be given for the transfer; (C) where the transfer is by operation of law; or (D) pursuant to Section 276(7) of the SFA or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations. (h) Without prejudice to the provisions of this Section 7 above, you will not purchase, deliver, offer or sell any Program Securities, or possess or distribute offering material in relation to such Program Securities, in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by you or for or on behalf of the Company unless such consent, approval or permission has been previously obtained. Without prejudice to the provisions of this Section 7 above and subject to the obligations of the Company set forth in Section 3 of this Agreement, the Company shall have no responsibility for, and you will obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Program Securities, or the possession or distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwriters; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall require the Parent Guarantor, the Issuer Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA would not apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Offering Restrictions. You hereby represent to the Company and agree with respect to the Program Securities that: (a) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and you will not make an offer of the Program Securities which are the subject of the offering contemplated by any free writing prospectus relating to the prospectus supplement Program Securities, the Prospectus and the Time of Sale Prospectus to the public in that Relevant Member State other thanexcept that you may, with effect from and including the Relevant Implementation Date, make an offer of such Program Securities to the public in that Relevant Member State at any time: (ai) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (bii) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrelevant agent, underwriter or dealer nominated by the Company for any such offer; or (ciii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; , provided that no such offer of the Program Securities referred to in (i) to (iii) above shall require the Parent Guarantor, the Issuer Company or any Underwriter agent, underwriter or dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provisionSection 7(a), the expression an “offer of the Program Securities to the public” in relation to any Program Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Program Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Program Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments theretoas amended, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that:. (ab) it has With respect to Program Securities to be offered or sold in the United Kingdom, (1) you have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it you in connection with the issue or sale of the Program Securities in circumstances in which Section 21(1) of the FSMA would does not apply to the Issuer; and Company, and (b2) it has you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it you in relation to the Program Securities in, from or otherwise involving the United Kingdom. (c) With respect to any Program Securities that have a maturity of less than one year, (x) you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business, and (y) you have not offered or sold and will not offer or sell any Program Securities other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Program Securities would otherwise constitute a contravention of Section 19 of the FSMA by the Company. (d) The Program Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as amended, the “FIEA”). You will not offer or sell any Program Securities, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or 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. (e) You will not offer or sell, directly or indirectly, any Program Securities in the Republic of France and will not distribute or cause to be distributed in the Republic of France the Prospectus or any other offering material relating to the Program Securities, except to qualified investors (investisseurs qualifiés) as defined in and in accordance with Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier. (f) The contents of the Prospectus have not been reviewed or approved by any regulatory authority in Hong Kong. The Prospectus does not constitute an offer or invitation to the public in Hong Kong to acquire Program Securities. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purpose of issue, the Prospectus or any advertisement, invitation or document relating to the Program Securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to Program Securities which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and the subsidiary legislation made thereunder) or in circumstances which do not result in the Prospectus being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (“CO”) or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of the Program Securities is personal to the person to whom the Prospectus has been delivered by or on behalf of Xxxxxx Xxxxxxx, and a subscription for Program Securities will only be accepted from such person. No person to whom a copy of the Prospectus is issued may issue, circulate or distribute the Prospectus in Hong Kong or make or give a copy of the Prospectus to any other person. (g) Neither any free writing prospectus relating to the Program Securities nor the Prospectus has been registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the “SFA”) by the Monetary Authority of Singapore and the Program Securities will be offered pursuant to exemptions under the SFA. Accordingly, any free writing prospectus relating to the Program Securities, the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Program Securities may not be circulated or distributed, nor may the Program Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA (an “Institutional Investor”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA (a “Relevant Person”)) pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemption or provision of the SFA. You understand that where Program Securities are subscribed or purchased pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is: (i) a corporation (which is not an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”)), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or (ii) a trust (where the trustee is not an Accredited Investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, shares, debentures and units of shares and debentures of that corporation and the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferred for six months after that corporation or that trust has acquired the Program Securities pursuant to an offer made under Section 275 of the SFA except: (A) to an Institutional Investor, a Relevant Person, or any person pursuant to an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust); (B) where no consideration is or will be given for the transfer; (C) where the transfer is by operation of law; (D) pursuant to Section 276(7) of the SFA; or (E) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. (h) The Program Securities may not be offered or sold, directly or indirectly, in or from Switzerland except in circumstances that will not result in the offer of the Program Securities being a public offering in Switzerland within the meaning of the Swiss Federal Code of Obligations (“CO”). Neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering or marketing material relating to the Program Securities constitutes a prospectus as that term is understood pursuant to Article 652a or 1156 CO or a listing prospectus pursuant to the listing rules of SIX Swiss Exchange, and neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering material relating to the Program Securities may be publicly distributed or otherwise made publicly available in Switzerland. The Program Securities are not authorized by or registered with the Swiss Financial Market Supervisory Authority as a foreign collective investment scheme. Therefore, investors do not benefit from protection under the Swiss Federal Act on Collective Investment Schemes or supervision by the Swiss Financial Market Supervisory Authority. (i) Without prejudice to the provisions of this Section 7 above, you will not purchase, deliver, offer or sell any Program Securities, or possess or distribute offering material in relation to such Program Securities, in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by you or for or on behalf of the Company unless such consent, approval or permission has been previously obtained. Without prejudice to the provisions of this Section 7 above and subject to the obligations of the Company set forth in Section 3 of this Agreement, the Company shall have no responsibility for, and you will obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Program Securities, or the possession or distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.

Offering Restrictions. You hereby represent to each Issuer and the Guarantor and agree with respect to the Program Securities that: (a) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and you will not make an offer of the Program Securities which are the subject of the offering contemplated by any free writing prospectus relating to the prospectus supplement Program Securities, the Prospectus and the Time of Sale Prospectus to the public in that Relevant Member State other thanexcept that you may, with effect from and including the Relevant Implementation Date, make an offer of such Program Securities to the public in that Relevant Member State at any time: (ai) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (bii) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrelevant agent, underwriter or dealer nominated by the relevant Issuer for any such offer; or (ciii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; , provided that no such offer of the Program Securities referred to in (i) to (iii) above shall require the Parent Guarantorrelevant Issuer, the Issuer Guarantor or any Underwriter agent, underwriter or dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provisionSection ‎9(a), the expression an “offer of the Program Securities to the public” in relation to any Program Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Program Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Program Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments theretoas amended, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that:. (ab) it has With respect to Program Securities to be offered or sold in the United Kingdom, (1) you have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it you in connection with the issue or sale of the Program Securities in circumstances in which Section 21(1) of the FSMA would does not apply to either Issuer or the Issuer; and Guarantor, and (b2) it has you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it you in relation to the Program Securities in, from or otherwise involving the United Kingdom. (c) With respect to any Program Securities that have a maturity of less than one year, (x) you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business, and (y) you have not offered or sold and will not offer or sell any Program Securities other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Program Securities would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer. (d) The Program Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as amended, the “FIEA”). You will not offer or sell any Program Securities, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or 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. (e) None of the Program Securities (except for Program Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) has been offered or sold or will be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) and any rules made under that Ordinance 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 the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance. No person has issued or may issue or had or may have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Program 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 applicable securities law of Hong Kong) other than with respect to the Program 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 that Ordinance. (f) Neither any free writing prospectus relating to the Program Securities nor the Prospectus has been registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the “SFA”) by the Monetary Authority of Singapore and the Program Securities will be offered pursuant to exemptions under the SFA. Accordingly, neither any free writing prospectus relating to the Program Securities nor the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Program Securities may be circulated or distributed, nor may the Program Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA), (ii) to a relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”), or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemption or provision of the SFA. You understand that where Program Securities are subscribed or purchased pursuant to an offer made in reliance on Section 275 by a Relevant Person which is: (i) a corporation (which is not an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or (ii) a trust (where the trustee is not an Accredited Investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, the securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferred for six months after that corporation or that trust has acquired the Program Securities pursuant to an offer made under Section 275 of the SFA except: (A) to an Institutional Investor or to a Relevant Person, or to any person arising from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust); (B) where no consideration is or will be given for the transfer; (C) where the transfer is by operation of law; or (D) pursuant to Section 276(7) of the SFA or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations. (g) The Program Securities may not be offered or sold, directly or indirectly, in or from Switzerland except in circumstances that will not result in the offer of the Program Securities being a public offering in Switzerland within the meaning of the Swiss Federal Code of Obligations (“CO”). Neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering or marketing material relating to the Program Securities constitutes a prospectus as that term is understood pursuant to Article 652a or 1156 CO or a listing prospectus pursuant to the listing rules of SIX Swiss Exchange, and neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering material relating to the Program Securities may be publicly distributed or otherwise made publicly available in Switzerland. The Program Securities are not authorized by or registered with the Swiss Financial Market Supervisory Authority as a foreign collective investment scheme. Therefore, investors do no benefit from protection under the Swiss Federal Act on Collective Investment Schemes or supervision by the Swiss Financial Market Supervisory Authority. (h) Without prejudice to the provisions of this Section ‎9 above, if any Program Securities are to be offered outside the United States, you will not purchase, deliver, offer or sell any such Program Securities, or possess or distribute offering material in relation to such Program Securities, in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by you or for or on behalf of either Issuer or the Guarantor unless such consent, approval or permission has been previously obtained. Without prejudice to the provisions of this Section ‎9 above and subject to the obligations of the Issuers and the Guarantor set forth in Section ‎4 of this Agreement, neither Issuer nor the Guarantor shall have any responsibility for, and you will obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Program Securities, or the possession or distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each the Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement Notes to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorised or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to fewer any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 100, or, if the Relevant Member State has implemented the relevant provision €43,000,000 and (3) an annual net turnover of the 2010 PD Amending Directive, 150, natural or legal persons (other more than qualified investors as defined in the Prospectus Directive)€50,000,000, as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwritersshown in its last annual or consolidated accounts; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall which do not require the Parent Guarantor, publication by the Issuer or any Underwriter to publish of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities notes to the public” in relation to any Securities Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities Notes to be offered so as to enable an investor to decide to purchase or subscribe for the SecuritiesNotes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each The Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the Securities notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities notes in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Securities to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorised or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrepresentative of any such offer; or (cd) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall which do not require the Parent Guarantor, publication by the Issuer or any Underwriter to publish of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities inSecurities, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), ) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Securities to the public in that Relevant Member State at any time: (a) to any legal entity entities which is a qualified investor as defined are authorised or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 100 natural or legal persons (other than qualified investors as defined in the Prospectus Prospective Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrepresentative of any such offer; or (cd) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall which do not require the Parent Guarantor, publication by the Issuer or any Underwriter to publish of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Securities notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” Directive means Directive 2003/71/2003/71/ EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx Axx 0000 (“FSMA”)) received by it in connection with the issue or sale of the Securities notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the IssuerCompany; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities notes in, from or otherwise involving the United Kingdom.

Offering Restrictions. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not offered, sold or otherwise made available and will not offer, sell or otherwise make an offer of the available any Securities which are the subject of the offering contemplated by the prospectus supplement to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified retail investor as defined in the Prospectus Directive; (b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the Underwriters; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall require the Parent Guarantor, the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus DirectiveEuropean Economic Area. For the purposes of this provision, : (a) the expression an “offer retail investor” means a person who is one (or more) of the Securities to following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the publicmeaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MxXXX XX; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129; and (b) the expression “offer” in relation to any Securities in any Relevant Member State means includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. Each Underwriter represents and agrees that it has not offered, as sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the same may be varied in that Member State by any measure implementing United Kingdom. For the Prospectus Directive in that Member State, purposes of this provision: (a) the expression “Prospectus Directiveretail investor” means Directive 2003/71/EC a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”); (ii) a customer within the meaning of the provisions of the United Kingdom’s Financial Services and amendments theretoMarkets Act 2000, including as amended (the 2010 PD Amending “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, to the extent implemented where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the Relevant Member State), United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; and (b) the expression “offer” includes the communication in any form and includes by any relevant implementing measure in each Relevant Member State, means of sufficient information on the terms of the offer and the expression 2010 PD Amending Directive means Directive 2010/73/EUSecurities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. Each Underwriter further severally represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 Act 2000, as amended (“FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA would does not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Offering Restrictions. You hereby represent to the Company and agree with respect to the Program Securities that: (a) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and you will not make an offer of the Program Securities which are the subject of the offering contemplated by any free writing prospectus relating to the prospectus supplement Program Securities and the Prospectus to the public in that Relevant Member State other thanexcept that you may, with effect from and including the Relevant Implementation Date, make an offer of such Program Securities to the public in that Relevant Member State at any time: (ai) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (bii) to fewer than 100, 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrelevant agent, underwriter or dealer nominated by the Company for any such offer; or (ciii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; , provided that no such offer of the Program Securities referred to in (i) to (iii) above shall require the Parent Guarantor, the Issuer Company or any Underwriter agent, underwriter or dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provisionSection 8(a), the expression an “offer of the Program Securities to the public” in relation to any Program Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Program Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Program Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, Directive to the extent implemented in the Relevant Member State), ) and includes any relevant implementing measure in each Relevant Member State, State and the expression “2010 PD Amending Directive Directive” means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that:. (ab) it has With respect to Program Securities to be offered or sold in the United Kingdom, (1) you have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it you in connection with the issue or sale of the Program Securities in circumstances in which Section 21(1) of the FSMA would does not apply to the Issuer; and Company, and (b2) it has you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it you in relation to the Program Securities in, from or otherwise involving the United Kingdom. (c) With respect to any Program Securities that have a maturity of less than one year, (x) you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business, and (y) you have not offered or sold and will not offer or sell any Program Securities other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Program Securities would otherwise constitute a contravention of Section 19 of the FSMA by the Company. (d) The Program Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as amended, the “FIEA”). You will not offer or sell any Program Securities, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or 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. (e) None of the Program Securities (except for Program Securities which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) has been offered or sold or will be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) and any rules made under that Ordinance 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 the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance. No person has issued or may issue or had or may have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Program 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 applicable securities law of Hong Kong) other than with respect to the Program 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 that Ordinance. (f) Neither any free writing prospectus relating to the Program Securities nor the Prospectus has been registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the “SFA”) by the Monetary Authority of Singapore and the Program Securities will be offered pursuant to exemptions under the SFA. Accordingly, neither any free writing prospectus relating to the Program Securities nor the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Program Securities may be circulated or distributed, nor may the Program Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA), (ii) to a relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”), or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemption or provision of the SFA. You understand that where Program Securities are subscribed or purchased pursuant to an offer made in reliance on Section 275 by a Relevant Person which is: (i) a corporation (which is not an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or (ii) a trust (where the trustee is not an Accredited Investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, the securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferred for six months after that corporation or that trust has acquired the Program Securities pursuant to an offer made under Section 275 of the SFA except: (A) to an Institutional Investor or to a Relevant Person, or to any person arising from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust); (B) where no consideration is or will be given for the transfer; (C) where the transfer is by operation of law; or (D) pursuant to Section 276(7) of the SFA or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations. (g) The Program Securities may not be offered or sold, directly or indirectly, in or from Switzerland except in circumstances that will not result in the offer of the Program Securities being a public offering in Switzerland within the meaning of the Swiss Federal Code of Obligations (“CO”). Neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering or marketing material relating to the Program Securities constitutes a prospectus as that term is understood pursuant to Article 652a or 1156 CO or a listing prospectus pursuant to the listing rules of SIX Swiss Exchange, and neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering material relating to the Program Securities may be publicly distributed or otherwise made publicly available in Switzerland. The Program Securities are not authorized by or registered with the Swiss Financial Market Supervisory Authority as a foreign collective investment scheme. Therefore, investors do no benefit from protection under the Swiss Federal Act on Collective Investment Schemes or supervision by the Swiss Financial Market Supervisory Authority. (h) Without prejudice to the provisions of this Section 8 above, if any Program Securities are to be offered outside the United States, you will not purchase, deliver, offer or sell any such Program Securities, or possess or distribute offering material in relation to such Program Securities, in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by you or for or on behalf of the Company unless such consent, approval or permission has been previously obtained. Without prejudice to the provisions of this Section 8 above and subject to the obligations of the Company set forth in Section 3 of this Agreement, the Company shall have no responsibility for, and you will obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Program Securities, or the possession or distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.

Offering Restrictions. You hereby represent to each Issuer and the Guarantor and agree with respect to the Program Securities that: (a) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and you will not make an offer of the Program Securities which are the subject of the offering contemplated by any free writing prospectus relating to the prospectus supplement Program Securities, the Prospectus and the Time of Sale Prospectus to the public in that Relevant Member State other thanexcept that you may, with effect from and including the Relevant Implementation Date, make an offer of such Program Securities to the public in that Relevant Member State at any time: (ai) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (bii) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior written consent of the Underwritersrelevant agent, underwriter or dealer nominated by the relevant Issuer for any such offer; or (ciii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; , provided that no such offer of the Program Securities referred to in (i) to (iii) above shall require the Parent Guarantorrelevant Issuer, the Issuer Guarantor or any Underwriter agent, underwriter or dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provisionSection ‎9(a), the expression an “offer of the Program Securities to the public” in relation to any Program Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Program Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Program Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments theretoas amended, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Each Underwriter further severally represents and agrees that:. (ab) it has With respect to Program Securities to be offered or sold in the United Kingdom, (1) you have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it you in connection with the issue or sale of the Program Securities in circumstances in which Section 21(1) of the FSMA would does not apply to either Issuer or the Issuer; and Guarantor, and (b2) it has you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it you in relation to the Program Securities in, from or otherwise involving the United Kingdom. (c) With respect to any Program Securities that have a maturity of less than one year, (x) you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business, and (y) you have not offered or sold and will not offer or sell any Program Securities other than to persons: (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Program Securities would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer. (d) The Program Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as amended, the “FIEA”). You will not offer or sell any Program Securities, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or 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. (e) You will not offer or sell, directly or indirectly, any Program Securities in the Republic of France and will not distribute or cause to be distributed in the Republic of France the Prospectus or any other offering material relating to the Program Securities, except to qualified investors (investisseurs qualifiés) as defined in and in accordance with Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier. (f) The contents of the Prospectus have not been reviewed or approved by any regulatory authority in Hong Kong. The Prospectus does not constitute an offer or invitation to the public in Hong Kong to acquire Program Securities. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purpose of issue, the Prospectus or any advertisement, invitation or document relating to the Program Securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to Program Securities which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and the subsidiary legislation made thereunder) or in circumstances which do not result in the Prospectus being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (“CO”) or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of the Program Securities is personal to the person to whom the Prospectus has been delivered by or on behalf of Morgan Stanley, and a subscription for Program Securities will only be accepted from such person. No person to whom a copy of the Prospectus is issued may issue, circulate or distribute the Prospectus in Hong Kong or make or give a copy of the Prospectus to any other person. (g) Neither any free writing prospectus relating to the Program Securities nor the Prospectus has been registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the “SFA”) by the Monetary Authority of Singapore and the Program Securities will be offered pursuant to exemptions under the SFA. Accordingly, any free writing prospectus relating to the Program Securities, the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Program Securities may not be circulated or distributed, nor may the Program Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA (an “Institutional Investor”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA (a “Relevant Person”)) pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemption or provision of the SFA. You understand that where Program Securities are subscribed or purchased pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is: (i) a corporation (which is not an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”)), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or (ii) a trust (where the trustee is not an Accredited Investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, shares, debentures and units of shares and debentures of that corporation and the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferred for six months after that corporation or that trust has acquired the Program Securities pursuant to an offer made under Section 275 of the SFA except: (A) to an Institutional Investor, a Relevant Person, or any person pursuant to an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust); (B) where no consideration is or will be given for the transfer; (C) where the transfer is by operation of law; (D) pursuant to Section 276(7) of the SFA; or (E) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. (h) The Program Securities may not be offered or sold, directly or indirectly, in or from Switzerland except in circumstances that will not result in the offer of the Program Securities being a public offering in Switzerland within the meaning of the Swiss Federal Code of Obligations (“CO”). Neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering or marketing material relating to the Program Securities constitutes a prospectus as that term is understood pursuant to Article 652a or 1156 CO or a listing prospectus pursuant to the listing rules of SIX Swiss Exchange, and neither the free writing prospectus relating to the Program Securities, the Prospectus nor any other offering material relating to the Program Securities may be publicly distributed or otherwise made publicly available in Switzerland. The Program Securities are not authorized by or registered with the Swiss Financial Market Supervisory Authority as a foreign collective investment scheme. Therefore, investors do not benefit from protection under the Swiss Federal Act on Collective Investment Schemes or supervision by the Swiss Financial Market Supervisory Authority. (i) Without prejudice to the provisions of this Section ‎9 above, if any Program Securities are to be offered outside the United States, you will not purchase, deliver, offer or sell any such Program Securities, or possess or distribute offering material in relation to such Program Securities, in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by you or for or on behalf of either Issuer or the Guarantor unless such consent, approval or permission has been previously obtained. Without prejudice to the provisions of this Section ‎9 above and subject to the obligations of the Issuers and the Guarantor set forth in Section ‎4 of this Agreement, neither Issuer nor the Guarantor shall have any responsibility for, and you will obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Program Securities, or the possession or distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.