Common use of Representations of Underwriters Clause in Contracts

Representations of Underwriters. (a) The Representatives will act for the several Underwriters in connection with the offering of the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus, and any action under this Agreement taken by the Representatives jointly or by one of the Representatives will be binding upon all the Underwriters. (b) Solely for the purposes of the requirements of 3.2.7(R) of the Product Intervention and Product Governance Sourcebook part of the UK FCA’s Handbook, (the “UK Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK Product Governance Rules, each of the Representatives that is a manufacturer for purposes of the UK Product Governance Rules (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus Supplement. The Representatives and the Issuer note the application of the UK Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Prospectus Supplement.

Representations of Underwriters. (a) The Representatives will act for the several Underwriters in connection with the offering of the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus, and any action under this Agreement taken by the Representatives jointly or by one of the Representatives will be binding upon all the Underwriters. (b) Solely for the purposes of the requirements of 3.2.7(RArticle 9(8) of the Product Intervention and MIFID Product Governance Sourcebook part of the UK FCA’s Handbook, rules under EU Delegated Directive 2017/593 (the “UK Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK Product Governance Rules, each of the Representatives that is a manufacturer for purposes of the UK Product Governance Rules (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus Supplement. The Representatives and the Issuer note the application of the UK Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Prospectus Supplement.

Representations of Underwriters. (a) The Representatives will act for the several Underwriters in connection with the offering of the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus, and any action under this Agreement taken by the Representatives jointly or by one of the Representatives will be binding upon all the Underwriters. (b) [Solely for the purposes of the requirements of 3.2.7(R) of the Product Intervention and Product Governance Sourcebook part of the UK FCA’s Handbook, (the “UK Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK Product Governance Rules, each of the Representatives that is a manufacturer for purposes of the UK Product Governance Rules (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus Supplement. The Representatives and the Issuer note the application of the UK Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Prospectus Supplement.]

Representations of Underwriters. (a) The Representatives will act for the several Underwriters in connection with the offering of the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus, and any action under this Agreement taken by the Representatives jointly or by one of the Representatives will be binding upon all the Underwriters. (b) Solely for the purposes of the requirements of 3.2.7(R) of the Product Intervention and Product Governance Sourcebook part of the UK FCA’s Handbook, (the “UK Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK Product Governance Rules, each of the Representatives Daiwa Capital Markets Europe Limited, Barclays Bank PLC, and Citigroup Global Markets Limited that is a manufacturer for purposes of the UK Product Governance Rules (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus Supplement. The Representatives Issuer, Japan and the Issuer Nomura International plc note the application of the UK Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Prospectus Supplement.