Common use of Poland Clause in Contracts

Poland. No permit has been obtained from the Financial Supervisory Commission (FSC) in relation to the issue of the notes nor has the issue of the notes been notified to the FSC in accordance with applicable procedures. Accordingly, the notes may not be offered in the Republic of Poland (Poland) in the public manner, defined in the Polish Act on Public Offering and on Conditions of Introducing Financial Instruments to an Organized Trading System as well as on Public Companies dated 29th July, 2005 as an offering to sell or purchase of securities, made in any form and by any means, if the offering is directed at 100 or more people or an unnamed addressee (Public Offering). Each selling agent confirms that it is aware that no such permit has been obtained nor such notification made and represents that it has not offered, sold or delivered and will not offer, sell or deliver the notes in Poland in the manner defined as Public Offering as part of their initial distribution or otherwise to residents of Poland or on the territory of Poland. Each selling agent acknowledges that the acquisition and holding of the notes by residents of Poland may be subject to restrictions imposed by Polish law (including foreign exchange regulations) and that the offers and sales of the notes to Polish residents or within Poland in secondary trading may also be subject to restrictions. Portugal Neither the offer of the notes nor this pricing supplement has been approved by the Portuguese Securities Commission (Comissão do Xxxxxxx de Valores Mobiliários) (“CMVM”) or by any other competent authority of another Member State of the European Union and notified to the CMVM. No selling agent has, directly or indirectly, offered or sold any notes or distributed or published any offering circular, prospectus, form of application, advertisement or other document or information in Portugal or will take any such actions in the future, except under circumstances that will not be considered as a public offering under article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários) (“Cód.VM”) approved by Decree-Law 486/99 of 13 November 1999, as republished by Decree-Law Lei 357-A/2007, of 31 October 2007. As a result, the offer of the notes to any persons or legal entities that are domiciled or have a permanent establishment in Portugal (each a “Portuguese Investor”) shall only be made to the extent that: