Common use of Singapore Clause in Contracts

Singapore. The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a Relevant Person, or any person pursuant to Section 275(1A), 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 provision of the SFA. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:

Singapore. The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A), 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 provision of the SFA. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:

Singapore. The Each of the Underwriters, on behalf of itself and each of its affiliates that participate in the initial distribution of the Designated Securities, severally represents and agrees that the Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made Prospectus Supplement, the subject of an invitation for subscription or purchase Prospectus and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:

Singapore. The Prospectus, the Prospectus Supplement Supplement, any related pricing supplement and accompanying Prospectus relating to this offering term sheet have not been and will not be registered as a prospectus with under the Securities and Futures Act, Chapter 289 of Singapore (“SFA”) by the Monetary Authority of Singapore and the offer of the Notes in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold the Prospectus, the Prospectus Supplement, any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase related pricing supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus this term sheet or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesNotes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under 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, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, of any other applicable exemption or provision of the SFA. Each Underwriter will notify (whether through the distribution It is a condition of the Prospectus Supplement and accompanying Prospectus relating offer that where the Notes are subscribed for or acquired pursuant to this offering or otherwise) each of the following Relevant Persons specified an offer made in reliance on Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a person Relevant Person which is:

Singapore. The Each Underwriter acknowledges that the prospectus supplement and the accompanying Base Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities Notes or caused the Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Notes or cause the Securities Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Notes are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:

Singapore. The Prospectus Supplement and accompanying Prospectus relating to this offering have Each Underwriter acknowledges that the prospectus supplement, incorporating the Base Prospectus, has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and accompanying the Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:

Singapore. The Each Underwriter acknowledges that the Prospectus Supplement Supplement, incorporating the Base Prospectus, and accompanying Prospectus relating to this offering the Base Prospectus, have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFAMAS”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such the Prospectus Supplement and accompanying the Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the Designated Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is: