Common use of Republic of Italy Clause in Contracts

Republic of Italy. (a) The offering of the Notes in the Republic of Italy has not been authorised by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has not offered or sold, and will not offer, sell or deliver any Notes or distribute copies of the Offering Circular or of any other offering material relating to the Notes in the Republic of Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58"), other than: (i) to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to Article 34-ter Paragraph 1(b) of CONSOB Regulation no. 11971 of 14 May 1999, as amended ("Regulation no. 11971") ("Qualified Investors"); and (ii) in other circumstances which are exempted from the rules on public offer pursuant to Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000. (b) Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other document relating to the Notes in Italy under the paragraphs above must be: (i) made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993, as amended ("Decree No. 385"), Decree Xx. 00, XXXXXX Xxxxxxxxxx Xx. 00000 of October 29, 2007, as amended, and any other applicable laws and regulations; and (ii) in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws and regulations. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Republic of Italy. (a) The Each Manager represents and agrees that the offering of the 144A/Reg S Issue 2013-1 Notes in the Republic of Italy has not been authorised by registered with the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "Borsa (CONSOB") (the Italian Securities Exchange Commission) pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has 144A/Reg S Issue 2013-1 Notes may not offered be offered, sold or solddelivered, and will not offer, sell or deliver any Notes or distribute nor may copies of the Offering Circular Final Prospectus or of any other offering material document relating to the 144A/Reg S Issue 2013-1 Notes be distributed in the Republic of Italy Italy, except: (i) to qualified investors (investitori qualificati) as defined in a public offer within the meaning of Article 1.1(t) 100 of Legislative Decree No. 58 of 24 February 24, 1998, as amended ("Decree No. 58"), other than: (ithe Financial Services Act) to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to and Article 34-ter Paragraph 1(bter, first paragraph, letter (b) of CONSOB Regulation noNo. 11971 of 14 May 14, 1999, as amended from time to time ("Regulation noNo. 11971") ("Qualified Investors"); andor (ii) in other circumstances which are exempted from the rules on public offer offerings pursuant to Decree XxArticle 100 of the Financial Services Act and Article 34-ter Regulation No. 00 xxx Xxxxxxxxxx Xx11971. 00000. (b) Any In addition, each Manager represents and agrees that any offer, sale or delivery of the 144A/Reg S Issue 2013-1 Notes or distribution of copies of the Offering Circular Final Prospectus or any other document relating to the 144A/Reg S Issue 2013-1 Notes in the Republic of Italy under the paragraphs (i) or (ii) above must be: (iA) made by an investment firmsfirm, banks bank or financial intermediaries intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1, 1993, as amended ("Decree No. 385"the Banking Act), Decree Xx. 00, XXXXXX Xxxxxxxxxx Xx. 00000 ; (B) in compliance with Article 129 of October 29, 2007the Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and (C) in compliance with any other applicable laws and regulations; and (ii) in compliance with all relevant regulations or requirements imposed by CONSOB or other Italian securities, tax and exchange controls and any other applicable laws and regulationsauthority. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Republic of Italy. (a) The offering of the Notes in the Republic of Italy has not been authorised by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, each of the Banks Lead Manager has represented and agreed that it has not offered or sold, and will not offer, sell or deliver any Notes or distribute copies of the Offering Circular or of any other offering material relating to the Notes in the Republic of Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58"), other than: (i) to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to Article 34-ter Paragraph 1(b) of CONSOB Regulation no. 11971 of 14 May 1999, as amended ("Regulation no. 11971") ("Qualified Investors"); and (ii) in other circumstances which are exempted from the rules on public offer pursuant to Decree XxNo. 00 xxx Xxxxxxxxxx Xx58 and Regulation No. 0000011971. (b) Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other document relating to the Notes in Italy under the paragraphs above must be: (i) made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993, as amended ("Decree No. 385"), Decree XxNo. 0058, XXXXXX Xxxxxxxxxx XxCONSOB Regulation No. 00000 16190 of October 29, 2007, as amended, and any other applicable laws and regulations; and (ii) in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws and regulations. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree XxNo. 00 xxx Xxxxxxxxxx Xx58 and Regulation No. 0000011971, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Republic of Italy. (a) The Each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that the offering of the Notes in the Republic of Italy Covered Bonds has not been authorised by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") registered pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has not offered no Covered Bonds may be offered, sold or solddelivered, and will not offer, sell or deliver any Notes or distribute nor may copies of the Offering Circular Prospectus or of any other offering material document relating to the Notes Covered Bonds be distributed in the Republic of Italy in a public offer within the meaning of Italy, except: (a) to qualified investors ("investitori qualificati"), as defined pursuant to Article 1.1(t) 100 of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58"), other than: (ithe Financial Services Act) to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to and Article 34-ter Paragraph 1(bter, first paragraph, letter b) of CONSOB Commissione Nazionale per le Società e la Borsa (CONSOB) Regulation noNo. 11971 of 14 May 1999, as amended from time to time ("Regulation noNo. 11971") ("Qualified Investors"); andor (iib) in other circumstances which are exempted from the rules on public offer offerings pursuant to Decree XxArticle 100 of the Financial Services Act and Article 34-ter of Regulation No. 00 xxx Xxxxxxxxxx Xx11971. 00000. (b) Any Furthermore, each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that any offer, sale or delivery of the Notes Covered Bonds or distribution of copies of the Offering Circular Prospectus or any other document relating to the Notes Covered Bonds in the Republic of Italy under the paragraphs (a) or (b) above must be: (i) made by an investment firmsfirm, banks bank or financial intermediaries intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended ("Decree No. 385"the Italian Banking Act), Decree Xx. 00, XXXXXX Xxxxxxxxxx Xx. 00000 of October 29, 2007, as amended, and any other applicable laws and regulations; and (ii) in compliance with all relevant Article 129 of the Italian securitiesBanking Act, tax as amended, and exchange controls and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and (iii) in compliance with any other applicable laws and regulationsregulations or requirement imposed by CONSOB or other Italian authority. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Republic of Italy. (a) The Unless it is specified within the relevant Final Terms Document that a non-exempt offer may be made in Italy, the offering of the Notes in the Republic of Italy Covered Bonds has not been authorised by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") registered pursuant to the Italian securities legislation and, accordingly, each of the Banks Dealer has represented and agreed and each further Dealer appointed under the Program will be required to represent and agree that it has not offered no Covered Bonds may be offered, sold or solddelivered, and will not offer, sell or deliver any Notes or distribute nor may copies of the Offering Circular Prospectus or of any other offering material document relating to the Notes Covered Bonds be distributed in the Republic of Italy in a public offer within the meaning of Italy, except: (a) to qualified investors (investitori qualificati), as defined pursuant to Article 1.1(t) 100 of Legislative Decree No. 58 of 24 February 24, 1998, as amended ("Decree No. 58"), other than: (ithe Italian Financial Services Act) to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to and Article 34-ter Paragraph 1(bter, first paragraph, letter (b) of CONSOB Regulation noNo. 11971 of 14 May 14, 1999, as amended ("Regulation nofrom time to time(Regulation No. 11971") ("Qualified Investors"); andor (iib) in other circumstances which are exempted from the rules on public offer offerings pursuant to Decree XxArticle 100 of the Italian Financial Services Act and Article 34-ter of Regulation No. 00 xxx Xxxxxxxxxx Xx11971. 00000. (b) Any Furthermore, each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree that any offer, sale or delivery of the Notes Covered Bonds or distribution of copies of the Offering Circular Prospectus or any other document relating to the Notes Covered Bonds in the Republic of Italy under the paragraphs (a) or (b) above must be: (i) made by an investment firmsfirm, banks bank or financial intermediaries intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1, 1993, as amended ("Decree No. 385"the Italian Banking Act), Decree Xx. 00, XXXXXX Xxxxxxxxxx Xx. 00000 of October 29, 2007, as amended, and any other applicable laws and regulations; and (ii) in compliance with all relevant Article 129 of the Italian securitiesBanking Act, tax as amended, and exchange controls and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and (iii) in compliance with any other applicable laws and regulationsregulations or requirement imposed by CONSOB or other Italian authority. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Republic of Italy. (a) The Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the offering of the Ninth Issuer Notes in the Republic of Italy has not been authorised cleared by CONSOB (the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB"Commission) pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has not offered no Ninth Issuer Notes may be offered, sold or solddelivered, and will not offer, sell or deliver any Notes or distribute nor may copies of the Offering Circular Prospectus or of any other offering material document relating to the Ninth Issuer Notes be distributed in the Republic of Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998Italy, as amended ("Decree No. 58"), other thanexcept: (i) to Italian qualified investorsprofessional investors (operatori qualificati), as defined in Article 100 of Decree No. 58 by reference to Article 34-ter Paragraph 1(b) 31, second paragraph, of CONSOB Regulation noNo. 11971 11522 of 14 May 19991st July, 1998, as amended ("Regulation no. 11971") ("Qualified Investors")amended; andor (ii) in other circumstances which are exempted from the rules on public offer solicitation of investments pursuant to Article 100 of Legislative Decree XxNo. 00 xxx Xxxxxxxxxx Xx58 of 24th February, 1998 (the FINANCIAL SERVICES ACT) and Article 33, first paragraph of CONSOB Regulation No. 00000. (b) Any 11971 of 14th May 1999, as amended. In addition, each Underwriter represents and agrees that any offer, sale or delivery of the Ninth Issuer Notes or distribution of copies of the Offering Circular Prospectus or any other document relating to the Ninth Issuer Notes in the Republic of Italy under the paragraphs (i) or (ii) above must be: (iA) made by an investment firmsfirm, banks bank or financial intermediaries intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1 September 19931st September, 1993 (the BANKING ACT); (X) xx xxxxxxxxxx xxxx Xxxxxxx 000 xx xxx Xxxxxxx Act and the implementing guidelines of the Bank of Italy, as amended ("Decree No. 385")from time to time, Decree Xx. 00pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, XXXXXX Xxxxxxxxxx Xx. 00000 inter alia, on the aggregate value of October 29, 2007, as amended, the securities issued or offered in the Republic of Italy and any other applicable laws and regulationstheir characteristics; and (iiC) in compliance accordance with all relevant Italian securities, tax and exchange controls and any other applicable laws and regulations. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Republic of Italy. (a) The Each Underwriter represents and agrees that the offering of the U.S. Issue 2007-1 Notes in the Republic of Italy has not been authorised by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") registered pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has not offered no U.S. Issue 2007-1 Notes may be offered, sold or solddelivered, and will not offer, sell or deliver any Notes or distribute nor may copies of the Offering Circular Final Prospectus or of any other offering material document relating to the U.S. Issue 2007-1 Notes be distributed in the Republic of Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998Italy, as amended ("Decree No. 58"), other thanexcept: (i) to Italian qualified investorsprofessional investors (operatori qualificati), as defined in Article 100 31, second paragraph, of Decree the Italian Securities Exchange Commission (CONSOB) Regulation No. 58 by reference to Article 34-ter Paragraph 1(b) 11522 of CONSOB Regulation no. 11971 of 14 May 19991st July, 1998, as amended ("Regulation no. 11971") ("Qualified Investors")amended; andor (ii) in other circumstances which are exempted from the rules on public offer solicitation of investments pursuant to Article 100 of Legislative Decree XxNo. 00 xxx Xxxxxxxxxx Xx58 of 24th February, 1998 (the FINANCIAL SERVICES ACT) and Article 33, first paragraph of CONSOB Regulation No. 00000. (b) Any 11971 of 14th May 1999, as amended. In addition, each Underwriter represents and agrees that any offer, sale or delivery of the U.S. Issue 2007-1 Notes or distribution of copies of the Offering Circular Final Prospectus or any other document relating to the U.S. Issue 2007-1 Notes in the Republic of Italy under the paragraphs (i) or (ii) above must be: (iA) made by an investment firmsfirm, banks bank or financial intermediaries intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1 September 19931st September, 1993 (the BANKING ACT); (B) xx xxxxxxxxxx xxxx Xxxxxxx 000 xx xxx Xxxxxng Act and the implementing guidelines of the Bank of Italy, as amended ("Decree No. 385")from time to time, Decree Xx. 00, XXXXXX Xxxxxxxxxx Xx. 00000 pursuant to which the Bank of October 29, 2007, as amended, and any other applicable laws and regulationsItaly may request information on the issue or the offer of securities in the Republic of Italy; and (iiC) in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws and regulations. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Republic of Italy. (a) The Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the offering of the Ninth Issuer Notes in the Republic of Italy has not been authorised cleared by CONSOB (the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB"Commission) pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has not offered no Ninth Issuer Notes may be offered, sold or solddelivered, and will not offer, sell or deliver any Notes or distribute nor may copies of the Offering Circular or of any other offering material document relating to the Ninth Issuer Notes be distributed in the Republic of Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998Italy, as amended ("Decree No. 58"), other thanexcept: (i) to Italian qualified investorsprofessional investors (operatori qualificati), as defined in Article 100 of Decree No. 58 by reference to Article 34-ter Paragraph 1(b) 31, second paragraph, of CONSOB Regulation noNo. 11971 11522 of 14 May 19991st July, 1998, as amended ("Regulation no. 11971") ("Qualified Investors")amended; andor (ii) in other circumstances which are exempted from the rules on public offer solicitation of investments pursuant to Article 100 of Legislative Decree XxNo. 00 xxx Xxxxxxxxxx Xx58 of 24th February, 1998 (the FINANCIAL SERVICES ACT) and Article 33, first paragraph of CONSOB Regulation No. 00000. (b) Any 11971 of 14th May 1999, as amended. In addition, each Underwriter represents and agrees that any offer, sale or delivery of the Ninth Issuer Notes or distribution of copies of the Offering Circular or any other document relating to the Ninth Issuer Notes in the Republic of Italy under the paragraphs (i) or (ii) above must be: (iA) made by an investment firmsfirm, banks bank or financial intermediaries intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree NoNx. 385 000 xx 0xx Xxxxxxxxx, 0000 (xxx XXXXXXX XXX); (B) in compliance with Article 129 of 1 September 1993the Banking Act and the implementing guidelines of the Bank of Italy, as amended ("Decree No. 385")from time to time pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, Decree Xx. 00inter alia, XXXXXX Xxxxxxxxxx Xx. 00000 on the aggregate value of October 29, 2007, as amended, the securities issued or offered in the Republic of Italy and any other applicable laws and regulationstheir characteristics; and (iiC) in compliance accordance with all relevant Italian securities, tax and exchange controls and any other applicable laws and regulations. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Republic of Italy. (a) The Each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that the offering of the Notes in the Republic of Italy Covered Bonds has not been authorised by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") registered pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has not offered no Covered Bonds may be offered, sold or solddelivered, and will not offer, sell or deliver any Notes or distribute nor may copies of the Offering Circular Prospectus or of any other offering material document relating to the Notes Covered Bonds be distributed in the Republic of Italy in a public offer within the meaning of Italy, except: (a) to professional investors ("operatori qualificati"), as defined pursuant to Article 1.1(t) 100 of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58"), other than: (ithe Financial Services Act) to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to and Article 34-ter Paragraph 1(bter, first paragraph, letter b) of CONSOB Commissione Nazionale per le Società e la Borsa (CONSOB) Regulation noNo. 11971 of 14 May 1999, as amended from time to time ("Regulation noNo. 11971") ("Qualified Investors"); andor (iib) in other circumstances which are exempted from the rules on public offer offerings pursuant to Decree XxArticle 100 of the Financial Services Act and Article 34-ter of Regulation No. 00 xxx Xxxxxxxxxx Xx11971. 00000. (b) Any Furthermore, each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that any offer, sale or delivery of the Notes Covered Bonds or distribution of copies of the Offering Circular Prospectus or any other document relating to the Notes Covered Bonds in the Republic of Italy under the paragraphs (a) or (b) above must be: (i) made by an investment firmsfirm, banks bank or financial intermediaries intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended ("Decree No. 385"the Italian Banking Act), Decree Xx. 00, XXXXXX Xxxxxxxxxx Xx. 00000 of October 29, 2007, as amended, and any other applicable laws and regulations; and (ii) in compliance with all relevant Article 129 of the Italian securitiesBanking Act, tax as amended, and exchange controls and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and (iii) in compliance with any other applicable laws and regulationsregulations or requirement imposed by CONSOB or other Italian authority. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.