Common use of Singapore Clause in Contracts

Singapore. Each Underwriter acknowledges that the Prospectus has not been registered as a prospectus with Monetary Authority of Singapore (the “MAS”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Designated Securities or caused the Designated Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities or cause the Designated 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, the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or to 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.

Singapore. Each Underwriter acknowledges of the underwriters has acknowledged that the Prospectus this prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter represents, warrants of the underwriters has represented and agrees agreed that it has not offered or sold any Designated Securities Notes or caused the Designated Securities such Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities such Notes or cause the Designated Securities such 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, the Prospectus this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securitiessuch Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.. Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Singapore. Each Underwriter acknowledges Joint Lead Manager has acknowledged that the Prospectus this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter represents, warrants Joint Lead Manager has represented and agrees agreed that it has not offered or sold any Designated Securities Bonds or caused the Designated Securities Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Bonds or cause the Designated Securities Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Prospectus this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesBonds, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActAct (Chapter 289) of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.. Where Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Singapore. Each Underwriter underwriter acknowledges that the Prospectus this prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter underwriter represents, warrants and agrees that it has not offered or sold any Designated Securities notes or caused the Designated Securities such notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities such notes or cause the Designated Securities such 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, the Prospectus this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securitiessuch notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.. Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Singapore. Each Underwriter acknowledges Dealer represents and agrees that the Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, each Underwriter represents, warrants Dealer represents and agrees that it has not offered or sold any Designated Securities Covered Bonds or caused the Designated Securities Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Covered Bonds or cause the Designated Securities Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.. Where the Covered Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Singapore. Each Underwriter Dealer acknowledges that the Prospectus Base Listing Particulars has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Notes or cause the Designated 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, the Prospectus Base Listing Particulars or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActAct (Chapter 289) of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.

Singapore. Each Underwriter acknowledges Joint Lead Manager has acknowledged that the Prospectus this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter represents, warrants Joint Lead Manager has represented and agrees agreed that it has not offered or sold any Designated Securities Bonds or caused the Designated Securities Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Bonds or cause the Designated Securities Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Prospectus this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesBonds, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActAct 2001 (2020 Revised Edition) of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.. Where the Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Singapore. Each Underwriter Dealer acknowledges that the Prospectus Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Notes or cause the Designated 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, the Prospectus Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securitiesany Notes, whether directly or indirectly, to persons any person in Singapore other than (ia) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActAct (Chapter 289) of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (iib) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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 (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.. SCHEDULE 3 : NOTIFICATION LETTER FOR AN INCREASE IN THE MAXIMUM AMOUNT [Letterhead of Issuer] To: The Dealers referred to below

Singapore. Each Underwriter Dealer acknowledges that the Prospectus Base Listing Particulars has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Notes or cause the Designated 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, the Prospectus Base Listing Particulars or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActXxx 0000 (2020 Revised Edition) of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “SFA”)) DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004057044.9 38 pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.

Singapore. Each Underwriter Dealer acknowledges that the Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, each Underwriter represents, warrants Dealer represents and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities such Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities such Notes or cause the Designated Securities such 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, distribute the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securitiessuch Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to any person pursuant to Section 275(1A), and in accordance with the conditions, conditions specified in Section 275 275, of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Singapore. Each Underwriter Dealer acknowledges that the Base Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter represents, warrants Dealer represents and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and it will not offer or sell any Designated Securities Notes or cause the Designated Securities any 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, the Base Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Designated Securitiesany Notes, whether directly or indirectly, to persons any person in Singapore other than (i1) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures Act, Act (Chapter 289 of Singapore Singapore) (as amended, the “SFA”)) pursuant to Section 274 of the SFA, (ii2) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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 (iii3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person (as defined in Section 275(2) of the SFA) which is:

Singapore. Each Underwriter acknowledges that the The Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore Singapore, and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (2001) of Singapore, as modified or amended from time to time (the “MASSFA”). Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Designated Securities Covered Bonds or caused the Designated Securities Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Covered Bonds or cause the Designated Securities Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, purchase of the Designated SecuritiesCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), ; (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.

Singapore. Each Underwriter acknowledges Joint Lead Manager has acknowledged that the Prospectus this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter represents, warrants Joint Lead Manager has represented and agrees agreed that it has not offered or sold any Designated Securities Bonds or caused the Designated Securities Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Bonds or cause the Designated Securities Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Prospectus this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesBonds, 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 Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.. Where Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Singapore. Each Underwriter Dealer acknowledges that the Prospectus Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, each Underwriter Dealer represents, warrants and agrees agrees, that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Notes or cause the Designated 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, the Prospectus Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in the Securities and Futures Act (Chapter 289) of Singapore (the SFA)) pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Singapore. Each Underwriter Dealer acknowledges that the Prospectus Base Listing Particulars has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Notes or cause the Designated 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, the Prospectus Base Listing Particulars or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActAct 2001 (2020 Revised Edition) of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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.

Singapore. Each Underwriter Dealer acknowledges that the Prospectus has Base Listing Particulars have not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Notes or cause the Designated 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, the Prospectus Base Listing Particulars or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActAct 2001 of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “"SFA”"), ) pursuant to Section 274 of the SFA or (ii) to a relevant person an accredited investor (as defined in Section 4A of the SFA) pursuant to Section 275(1), or to any person pursuant to Section 275(1A), and in accordance with the conditions, 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.)

Singapore. Each Underwriter Dealer acknowledges that the Base Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter represents, warrants Dealer represents and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and it will not offer or sell any Designated Securities Notes or cause the Designated Securities any 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, the Base Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Designated Securitiesany Notes, whether directly or indirectly, to persons any person in Singapore other than (i1) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures Act, Chapter 289 Xxx 0000 (2020 Revised Edition) of Singapore (as amended, the “SFA”)) pursuant to Section 274 of the SFA, (ii2) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 ) of the SFA or (iii) otherwise pursuant toSFA, and in accordance with the conditions of, any other applicable provision specified in Section 275 of the SFA., or

Singapore. Each Underwriter acknowledges Dealer has acknowledged that the Prospectus Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”)Singapore. Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Notes or cause the Designated 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, the Prospectus Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated 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 Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)) of the SFA, or to 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 SFAXXX.

Singapore. Each Underwriter Dealer acknowledges that the Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore (the “"MAS”"). Accordingly, each Underwriter Dealer represents, warrants and agrees agrees, that it has not offered or sold any Designated Securities Notes or caused the Designated Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities Notes or cause the Designated 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, the Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActAct (Chapter 289) of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “"SFA”), (ii") to a relevant person pursuant to Section 275(1), or to 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 274 of the SFA.,