Common use of Representations, Warranties and Agreements of the Underwriters Clause in Contracts

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act) of any other person covered by this subsection (c)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act)) of any other person covered by this subsection (c)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, Securities is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, Securities or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) them of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX LimitedCommission. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act)) of any other person covered by this subsection (c)(iii)(Ad)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, knew that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act)) of any other person covered by this subsection (c)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) them of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act)) of any other person covered by this subsection (c)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, knew that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities 2013 Notes, the 2015 Notes or the Floating Rate Notes, as the case may be, by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities2013 Notes, the 2015 Notes or the Floating Rate Notes, as applicable, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) them of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX LimitedCommission. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act)) of any other person covered by this subsection (c)(iii)(Ad)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, knew that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act)) of any other person covered by this subsection (c)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, knew that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act) of any other person covered by this subsection (c)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, it will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.

Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that: (i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless: (A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act; (B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and (C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited. (ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus. (iii) it will offer such Securities for sale within 30 days of their issue date: (A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act) of any other person covered by this subsection (c)(iii)(A); (B) to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities) in the past or is likely to be interested in acquiring debentures (such as the Securities); or (C) as a result of negotiations being initiated by the Underwriters in electronic form (such as Reuters or the Bloomberg system or any other electronic financial information system) which is used by financial markets for dealing in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. (iv) in connection with the primary distribution of the Securities, will not sell any of the Securities (or any interest in any of the Securities) to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, that, as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D attached hereto.