Common use of United Kingdom Clause in Contracts

United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK; (iv) for the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v) for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

United Kingdom. (i) Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not that no Securities which are the subject of the offering contemplated by the Prospectus Supplement may be offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK; (iv) for Kingdom. For the purposes of this provision, : (1) the expression "“retail investor" ” means a person who is one (or more) of the following: (Aa) a retail client, client as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), ; or (Bb) a customer within the meaning of the provisions of the FSMA Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, 600/2014 as it forms part of UK domestic law by virtue of the EUWA, ; or (Cc) not a "qualified investor" investor as defined in Article 2 of the Prospectus Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v2) for the purposes of this provision, the expression "“offer" ” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered NotesSecurities. (ii) Each Underwriter additionally represents and agrees that in the United Kingdom, the Prospectus Supplement and the accompanying Prospectus is being distributed only to, and is directed only at qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive who are, (1) persons who have professional experience in matters relating to investments falling within Article 19 (5) of the FSMA (Financial Promotion) Order 2005, as amended, or the Order, and/or (2) high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order, which persons together we refer to in this prospectus as “relevant persons.” Accordingly, each Underwriter represents and agrees that such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The Prospectus Supplement and the accompanying Prospectus must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this prospectus supplement and the accompanying prospectus relates is only available to, and will be engaged in with, relevant persons only.

United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "“UK"”);, (ii) in the UK, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "“FSMA"”) received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor;, (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK;, (iv) for the purposes of this provision, the expression "“retail investor" ” means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "“Insurance Distribution Directive"”), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "“qualified investor" ” as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "“Prospectus Regulation"”), as it forms part of UK domestic law by virtue of the EUWA; , and (v) for the purposes of this provision, the expression "“offer" ” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

United Kingdom. (i) Each Underwriter severallyof the Underwriters, but not jointlyon behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (iiA) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 Xxx 0000, as amended (as amended), or the "“FSMA"”) received by it in connection with the issue or sale of any Offered Notes the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor;Province; and (iiiB) it has complied and will comply with all applicable provisions of the FSMA for and the Financial Services Xxx 0000 with respect to anything done by it in relation to any Offered Notes the Securities in, from or otherwise involving the UK;United Kingdom. (ivii) for the purposes of this provision, the expression "retail investor" means a person who is one (or more) Each of the following: Underwriters represents and agrees that it has not made and will not make an offer of the Securities to the public in the United Kingdom (A“UK”) a retail client, except that it may make an offer of such Securities to the public in the UK to legal entities which are qualified investors as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), or. (Biii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v) for For the purposes of this provision, the expression "offer" includes an “offer of Securities to the public” in relation to any Securities in the UK means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered NotesSecurities. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

United Kingdom. Each Underwriter severallyUnderwriter, but not jointlyon behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 2000, as amended (as amendedthe “FSMA”), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor;Province; and (iiiii) it has complied and will comply with all applicable provisions of the FSMA for and the Financial Services Act 2012 with respect to anything done by it in relation to any Offered Notes the Securities in, from or otherwise involving the UK; (iv) for United Kingdom. Each Underwriter represents and agrees that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Securities to any retail investor in the United Kingdom. For the purposes of this provision, : (a) the expression "“retail investor" ” means a person who is one (or more) of the following: (Ai) a retail client, client as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), or; (Bii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, 600/2014 as it forms part of UK domestic law by virtue of the EUWA, ; or (Ciii) not a "qualified investor" investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (vb) for the purposes of this provision, the expression "“offer" ” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered NotesSecurities.

United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK");, (ii) in the UK, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 Axx 0000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor;, (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK;, (iv) for the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; , and (v) for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

United Kingdom. (i) Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not that no Securities which are the subject of the offering contemplated by the Prospectus Supplement may be offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK; (iv) for Kingdom. For the purposes of this provision, : (1) the expression "“retail investor" ” means a person who is one (or more) of the following: (Aa) a retail client, client as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), ; or (Bb) a customer within the meaning of the provisions of the FSMA Financial Services and Markets Xxx 0000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, 600/2014 as it forms part of UK domestic law by virtue of the EUWA, ; or (Cc) not a "qualified investor" investor as defined in Article 2 of the Prospectus Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v2) for the purposes of this provision, the expression "“offer" ” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered NotesSecurities. (ii) Each Underwriter additionally represents and agrees that in the United Kingdom, the Prospectus Supplement and the accompanying Prospectus is being distributed only to, and is directed only at qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive who are, (1) persons who have professional experience in matters relating to investments falling within Article 19 (5) of the FSMA (Financial Promotion) Order 2005, as amended, or the Order, and/or (2) high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order, which persons together we refer to in this prospectus as “relevant persons.” Accordingly, each Underwriter represents and agrees that such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The Prospectus Supplement and the accompanying Prospectus must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this prospectus supplement and the accompanying prospectus relates is only available to, and will be engaged in with, relevant persons only.

United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) it has not offered, sold or otherwise made available in the UK to any person and will not offer, sell or otherwise make available in the UK to any person any Offered Notes in a principal amount of less than £100,000 (or its equivalent in U.S. dollars); (iii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; (iiiiv) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK; (ivv) for the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (vvi) for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

United Kingdom. Each Underwriter severally, but not jointly, represents has represented and agrees that: (i) agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes Securities to any retail investor in the United Kingdom Kingdom. For the purposes of this provision: (a) the "UK"expression “retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”);; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Axx 0000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Each Underwriter has represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the DepositorRepublic; (iiib) it has complied and will comply with all applicable provisions of the FSMA for with respect to anything done by it in relation to any Offered Notes the Securities in, from or otherwise involving the UK; (iv) United Kingdom. The Prospectus Supplement has not been approved by an authorized person for the purposes of this provision, section 21 of the expression "retail investor" means a person who FSMA. The Prospectus Supplement is one for distribution only to persons who: (or morei) are outside the United Kingdom; (ii) have professional experience in matters relating to investments falling within Article 19(5) of the following: Financial Services and Markets Axx 0000 (AFinancial Promotion) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 Order 2005 (as amended, the "EUWA"“Financial Promotion Order”); (iii) are persons falling within Articles 49(2)(a) to (d) (“high net worth companies, or unincorporated associations, etc.”) of the Financial Promotion Order; or (Biv) a customer are persons to whom an invitation or inducement to engage in investment activity (within the meaning of the provisions Section 21 of the FSMA and FSMA) in connection with the issue or sale of any rules securities may otherwise lawfully be communicated or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v) for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes caused to be offered so communicated (all such persons together being referred to as “relevant persons”). The Prospectus Supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to enable an investor which the Prospectus Supplement relates is available only to decide to purchase or subscribe for the Offered Notesrelevant persons and will be engaged in only with relevant persons.

United Kingdom. Each Underwriter severally5.1 If the Final Terms (or Alternative Drawdown Document, but not jointlyas the case may be) in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail Investors", represents each Dealer has represented and agrees that: (i) agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes which are the subject of the offering contemplated by the Base Prospectus as completed by the Final Terms (or are the subject of the offering contemplated by an Alternative Drawdown Document) in relation thereto to any retail investor in the United Kingdom (the "UK"); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK; (iv) for Kingdom. For the purposes of this provision, : (a) the expression "retail investor" investor means a person who is one (or more) of the following: (Ai) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/565 as it forms part of UK domestic law by virtue of the European Union EUWA (Withdrawal) Act 2018 (as amended, the "EUWA"), ; or (Bii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive")2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, 600/2014 as it forms part of UK domestic law by virtue of the EUWA. 5.2 If the Final Terms (or Alternative Drawdown Document, oras the case may be) in respect of any Notes does not include a legend entitled "Prohibition of Sales to UK Retail Investors", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Base Prospectus as completed by the final terms in relation thereto to the public in the United Kingdom except that it may make an offer of such Notes to the public in the United Kingdom: (Ca) not Qualified investors: at any time to any legal entity which is a "qualified investor" investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "UK Prospectus Regulation"), ; (b) Fewer than 150 offerees: at any time to fewer than 150 persons (other than qualified investors as it forms part of UK domestic law by virtue defined in Article 2 of the EUWAUK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; andor (vc) for Other exempt offers: at any time in any other circumstances falling within section 86 of the FSMA, For the purposes of this provision, the expression "offer" includes an offer of Notes to the public in relation to any Notes means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Offered NotesNotes and the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK");, (ii) in the UK, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 Acx 0000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor;, (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK;, (iv) for the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; , and (v) for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

United Kingdom. Each Underwriter severallyUnderwriter, but not jointlyon behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 Xxx 0000, as amended (as amendedthe “FSMA”), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor;Province; and (iiiii) it has complied and will comply with all applicable provisions of the FSMA for and the Financial Services Xxx 0000 with respect to anything done by it in relation to any Offered Notes the Securities in, from or otherwise involving the UK; (iv) for United Kingdom. Each Underwriter represents and agrees that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Securities to any retail investor in the United Kingdom. For the purposes of this provision, : (a) the expression "“retail investor" ” means a person who is one (or more) of the following: (Ai) a retail client, client as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), or; (Bii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (2016/97, as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, 600/2014 as it forms part of UK domestic law by virtue of the EUWA, ; or (Ciii) not a "qualified investor" investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA.; and (vb) for the purposes of this provision, the expression "“offer" ” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered NotesSecurities.

United Kingdom. Each Underwriter severallyUnderwriter, but not jointlyon behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 Axx 0000, as amended (as amendedthe “FSMA”), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor;Province; and (iiiii) it has complied and will comply with all applicable provisions of the FSMA for and the Financial Services Axx 0000 with respect to anything done by it in relation to any Offered Notes the Securities in, from or otherwise involving the UK; (iv) for United Kingdom. Each Underwriter represents and agrees that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Securities to any retail investor in the United Kingdom. For the purposes of this provision, : (a) the expression "“retail investor" ” means a person who is one (or more) of the following: (Ai) a retail client, client as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), or; (Bii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (2016/97, as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, 600/2014 as it forms part of UK domestic law by virtue of the EUWA, ; or (Ciii) not a "qualified investor" investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA.; and (vb) for the purposes of this provision, the expression "“offer" ” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered NotesSecurities.

United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that: (i) that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes Securities to any retail investor in the United Kingdom (the "“UK"”); . For these purposes, (iiA) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK; (iv) for the purposes of this provision, the expression "“retail investor" ” means a person who is one (or more) of the following: of: (Ai) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), or ; or (Bii) a customer within the meaning of the provisions of the FSMA Financial Services and Markets Xxx 0000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive")2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, 600/2014 as it forms part of UK domestic law by virtue of the EUWA, or ; or (Ciii) not a "qualified investor" investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and EUWA (vthe “UK Prospectus Regulation”) for the purposes of this provision, and (B) the expression "“offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Notes.Securities. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. Any offer of Securities in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of Securities. The Prospectus and any other material in relation to the Securities will only be distributed to, and is directed only at, persons in the United Kingdom who are “qualified investors” (as defined in the UK Prospectus Regulation who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (ii) high net worth entities or other persons falling within Articles 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute it, all such persons together being referred to as “Relevant Persons”. The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, Relevant Persons. The Notes are not being offered to the public in the United Kingdom. In addition, each Underwriter, severally and not jointly, has represents and agrees, and each further underwriter will be required to represent and agree, that:

United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK; (iv) for the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v) for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Notes.]

United Kingdom. Each Underwriter severally, but not jointly, represents has represented and agrees that: (i) agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes Securities to any retail investor in the United Kingdom Kingdom. For the purposes of this provision: (a) the "UK"expression “retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”);; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Xxx 0000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Each Underwriter has represented and agree that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the DepositorRepublic; (iiib) it has complied and will comply with all applicable provisions of the FSMA for with respect to anything done by it in relation to any Offered Notes the Securities in, from or otherwise involving the UK; (iv) United Kingdom. The Prospectus Supplement has not been approved by an authorized person for the purposes of this provision, section 21 of the expression "retail investor" means a person who FSMA. The Prospectus Supplement is one for distribution only to persons who: (or morei) are outside the United Kingdom; (ii) have professional experience in matters relating to investments falling within Article 19(5) of the following: Financial Services and Markets Xxx 0000 (AFinancial Promotion) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 Order 2005 (as amended, the "EUWA"“Financial Promotion Order”); (iii) are persons falling within Articles 49(2)(a) to (d) (“high net worth companies, or unincorporated associations, etc.”) of the Financial Promotion Order; or (Biv) a customer are persons to whom an invitation or inducement to engage in investment activity (within the meaning of the provisions Section 21 of the FSMA and FSMA) in connection with the issue or sale of any rules securities may otherwise lawfully be communicated or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v) for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes caused to be offered so communicated (all such persons together being referred to as “relevant persons”). The Prospectus Supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to enable an investor which the Prospectus Supplement relates is available only to decide to purchase or subscribe for the Offered Notesrelevant persons and will be engaged in only with relevant persons.

United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (ii) in the UK, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or the "FSMA") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor; (iii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or otherwise involving the UK; (iv) for the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"), or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue of the EUWA, or (C) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v) for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

United Kingdom. (i) Each Underwriter severallyof the Underwriters, but not jointlyon behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that: (i) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes to any retail investor in the United Kingdom (the "UK"); (iiA) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 Xxx 0000, as amended (as amended), or the "“FSMA"”) received by it in connection with the issue or sale of any Offered Notes the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor;Province; and (iiiB) it has complied and will comply with all applicable provisions of the FSMA for and the Financial Services Xxx 0000 with respect to anything done by it in relation to any Offered Notes the Securities in, from or otherwise involving the UK;United Kingdom. (ivii) for the purposes of this provision, the expression "retail investor" means a person who is one (or more) Each of the following: Underwriters represents and agrees that it has not made and will not make an offer of the Securities to the public in the United Kingdom (A“UK”) a retail client, except that it may make an offer of such Securities to the public in the UK to legal entities which are qualified investors as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "“EUWA"”), or (B) provided that no such offer of Securities shall require the Province or any Underwriter to produce or publish a customer within the meaning prospectus pursuant to Article 3 of the provisions UK Prospectus Regulation or section 85 of the FSMA and any rules or regulations made under the FSMA supplement a prospectus pursuant to implement Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK domestic law by virtue 23 of the EUWAUK Prospectus Regulation, orin each case in relation to such offer. (Ciii) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the EUWA; and (v) for For the purposes of this provision, the expression "offer" includes an “offer of Securities to the public” in relation to any Securities in the UK means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered NotesSecurities. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.