Common use of United States of America Clause in Contracts

United States of America. The Notes have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and sold, and will offer and sell, any Notes only outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S. Accordingly, each Dealer represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings given to them by Regulation S under the Securities Act." Terms used in the paragraphs above have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:

United States of America. The Each Dealer understands and agrees that the Notes and the Guarantees have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Dealer represents represents, warrants and agrees undertakes that it has not offered and or sold, and will not offer and or sell, any Notes only outside and the United States to non-U.S. persons Guarantees (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date (the "distribution compliance period"), except in accordance with Rule 903 of Regulation S. Accordingly, each Dealer represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of NotesNotes and the Guarantees, it will have sent to each distributor, dealer or person receiving a selling commissionconcession, fee or other remuneration that purchases Notes and the Guarantees from it during the distribution compliance period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States U. S. Securities Act of 1933, as amended (the "Securities Act") ), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by in Regulation S under S." Each Dealer also represents, warrants and undertakes that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Securities Act." Notes and the Guarantees, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in the paragraphs above have the meanings meaning given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.

United States of America. 3.1 The Notes have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and soldsold the Notes of any identifiable tranche, and will shall offer and sellsell the Notes of any identifiable tranche (1) as part of their distribution at any time and (2) otherwise until 40 days after completion of the distribution of such tranche as determined, any Notes only outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S. S under the Securities Act. Accordingly, each Dealer represents and agrees that neither it, nor its affiliates nor any person persons acting on its or their behalf has have engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will shall comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commissionconcession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States U.S. Securities Act of 1933, as amended 1933 (the "“Securities Act"”) and may not be offered or and sold within the United States or to, or for the account or benefit of, U.S. personspersons (i) as part of their distribution at any time or (ii) otherwise until 40 days after completion of the distribution of such tranche as determined, and certified to the Issuer and [Relevant Dealers], by [[AGENT]/[LEAD MANAGER]], except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S under the Securities Act." S.” Terms used in the paragraphs above this paragraph have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.

United States of America. The Notes Issuer is a Regulation S, Category 2 issuer. Each Dealer acknowledges that the Covered Bonds issued pursuant to the Base Prospectus and the related Covered Bond Guarantee have not been and will not be registered under the Securities Act (as defined below) or the securities laws or “blue sky” laws of any state of the United States or any other jurisdiction and the Notes may not be offered or sold sold, directly or indirectly, within the United States or to, its territories or possessions or to or for the account or benefit of, of U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in certain transactions exempt from a transaction not subject to, the registration requirements of the Securities Act. Each Dealer represents and agrees that it has In connection with any Covered Bonds which are offered and sold, and will offer and sell, any Notes only or sold outside the United States to non-U.S. persons in accordance with Rule 903 of reliance on Regulation S. AccordinglyS (“Regulation S Covered Bonds”), each Dealer represents and agrees that neither itit will not offer, nor sell or deliver such Regulation S Covered Bonds (i) as part of its affiliates nor distribution at any person acting on its time or their behalf has engaged or will engage in any directed selling efforts with respect to (ii) otherwise until 40 days after the Notescompletion of the distribution of the Tranche of Covered Bonds of which such Covered Bonds are a part, and that it and they have complied and will comply except in either case in accordance with the offering restrictions requirement of Regulation S. Each Dealer also further agrees that, at or prior to confirmation of sale of Notes, that it will have sent send to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from to which it sells any Regulation S Covered Bonds during the distribution compliance period (as defined in Regulation S) a confirmation or other notice to substantially setting forth the following effect: "The Securities covered hereby have not been registered under restrictions on offers and sales of the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold Regulation S Covered Bonds within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings given to them by Regulation S under the Securities Act." Terms used in the paragraphs above this paragraph have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offeredIn addition, sold until 40 days after the completion of the distribution of Covered Bonds comprising any Tranche, any offer or delivered in sale of Covered Bonds within the United States by any dealer (whether or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined not participating in the Dealer Agreementoffering) and will bear may violate the following legend: "By accepting this obligation, registration requirements of the holder represents and warrants that it Securities Act if such offer or sale is not a United States person made otherwise than in accordance with an exemption from registration under the Securities Act. Transfer Restrictions Each purchaser of Registered Covered Bonds (other than a person purchasing an exempt recipient described interest in Section 6049(b)(4a Registered Global Covered Bond with a view to holding it in the form of an interest in the same Registered Global Covered Bond) or person wishing to transfer an interest from one Registered Global Covered Bond to another or from global to definitive form or vice versa, will be required to acknowledge, represent and agree, and each person purchasing an interest in a Registered Global Covered Bond with a view to holding it in the form of an interest in the Internal Revenue Code of the United States same Registered Global Covered Bond will be deemed to have acknowledged, represented and the regulations described thereunder) and agreed as follows (terms used in this paragraph that it is not acting for or on behalf of a United States person (other than an exempt recipient described are defined in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:Regulation S are used herein as defined therein):

United States of America. The Notes Issuer is a Regulation S, Category 2 issuer. Each Dealer acknowledges that the Covered Bonds issued pursuant to the Base Prospectus and the related Covered Bond Guarantee have not been and will not be registered under the Securities Act (as defined below) or the securities laws or “blue sky” laws of any state of the United States or any other jurisdiction and the Notes may not be offered or sold sold, directly or indirectly, within the United States or to, its territories or possessions or to or for the account or benefit of, of U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in certain transactions exempt from a transaction not subject to, the registration requirements of the Securities Act. Each Dealer represents and agrees that it has In connection with any Covered Bonds which are offered and sold, and will offer and sell, any Notes only or sold outside the United States to non-U.S. persons in accordance with Rule 903 of reliance on Regulation S. AccordinglyS (“Regulation S Covered Bonds”), each Dealer represents and agrees that neither itit will not offer, nor sell or deliver such Regulation S Covered Bonds (i) as part of its affiliates nor distribution at any person acting on its time or their behalf has engaged or will engage in any directed selling efforts with respect to (ii) otherwise until 40 days after the Notescompletion of the distribution of the Tranche of Covered Bonds of which such Covered Bonds are a part, and that it and they have complied and will comply except in either case in accordance with the offering restrictions requirement of Regulation S. Each Dealer also further agrees that, at or prior to confirmation of sale of Notes, that it will have sent send to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from to which it sells any Regulation S Covered Bonds during the distribution compliance period (as defined in Regulation S) a confirmation or other notice to substantially setting forth the following effect: "The Securities covered hereby have not been registered under restrictions on offers and sales of the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold Regulation S Covered Bonds within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings given to them by Regulation S under the Securities Act." Terms used in the paragraphs above this paragraph have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offeredIn addition, sold until 40 days after the completion of the distribution of Covered Bonds comprising any Tranche, any offer or delivered in sale of Covered Bonds within the United States by any dealer (whether or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined not participating in the Dealer Agreementoffering) and will bear may violate the following legend: "By accepting this obligation, registration requirements of the holder represents and warrants that it Securities Act if such offer or sale is not a United States person made otherwise than in accordance with an exemption from registration under the Securities Act. Transfer Restrictions Each purchaser of Registered Covered Bonds issued pursuant to the Base Prospectus (other than a person purchasing an exempt recipient described interest in Section 6049(b)(4a Registered Global Covered Bond with a view to holding it in the form of an interest in the same Registered Global Covered Bond) or person wishing to transfer an interest from one Registered Global Covered Bond to another or from global to definitive form or vice versa, will be required to acknowledge, represent and agree, and each person purchasing an interest in a Registered Global Covered Bond with a view to holding it in the form of an interest in the Internal Revenue Code of the United States same Registered Global Covered Bond will be deemed to have acknowledged, represented and the regulations described thereunder) and agreed as follows (terms used in this paragraph that it is not acting for or on behalf of a United States person (other than an exempt recipient described are defined in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:Regulation S are used herein as defined therein):

United States of America. The Notes Issuer is a Regulation S, Category 2 issuer. Each Dealer acknowledges that the Covered Bonds issued pursuant to the Base Prospectus and the related Covered Bond Guarantee have not been and will not be registered under the Securities Act (as defined below) or the securities laws or “blue sky” laws of any state of the United States or any other jurisdiction and the Notes may not be offered or sold sold, directly or indirectly, within the United States or to, its territories or possessions or to or for the account or benefit of, of U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in certain transactions exempt from a transaction not subject to, the registration requirements of the Securities Act. Each Dealer represents and agrees that it has In connection with any Covered Bonds which are offered and sold, and will offer and sell, any Notes only or sold outside the United States to non-U.S. persons in accordance with Rule 903 of reliance on Regulation S. AccordinglyS (“Regulation S Covered Bonds”), each Dealer represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Notesagrees, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver such Regulation S Covered Bonds (i) as part of its distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of the Tranche of Covered Bonds of which such Covered Bonds are a part, and they have complied and will comply except in either case in accordance with the offering restrictions requirement of Regulation S. Each Dealer also agrees thatfurther agrees, at or prior and each further Dealer appointed under the Programme will be required to confirmation of sale of Notesagree, that it will have sent send to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from to which it sells any Regulation S Covered Bonds during the distribution compliance period (as defined in Regulation S) a confirmation or other notice to substantially setting forth the following effect: "The Securities covered hereby have not been registered under restrictions on offers and sales of the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold Regulation S Covered Bonds within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings given to them by Regulation S under the Securities Act." Terms used in the paragraphs above this paragraph have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offeredIn addition, sold until 40 days after the completion of the distribution of Covered Bonds comprising any Tranche, any offer or delivered in sale of Covered Bonds within the United States by any dealer (whether or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined not participating in the Dealer Agreementoffering) and will bear may violate the following legend: "By accepting this obligation, registration requirements of the holder represents and warrants that it Securities Act if such offer or sale is not a United States person made otherwise than in accordance with an exemption from registration under the Securities Act. Transfer Restrictions Each purchaser of Registered Covered Bonds (other than a person purchasing an exempt recipient described interest in Section 6049(b)(4a Registered Global Covered Bond with a view to holding it in the form of an interest in the same Registered Global Covered Bond) or person wishing to transfer an interest from one Registered Global Covered Bond to another or from global to definitive form or vice versa, will be required to acknowledge, represent and agree, and each person purchasing an interest in a Registered Global Covered Bond with a view to holding it in the form of an interest in the Internal Revenue Code of the United States same Registered Global Covered Bond will be deemed to have acknowledged, represented and the regulations described thereunder) and agreed as follows (terms used in this paragraph that it is not acting for or on behalf of a United States person (other than an exempt recipient described are defined in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:Regulation S are used herein as defined therein):

United States of America. The Each Dealer understands that the Notes and the Guarantee have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees that it has not offered and or sold, and will not offer and or sell, any Notes only outside and the Guarantee constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. Accordingly, each Terms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf it has engaged or will engage in any directed selling efforts with respect to offered and sold the NotesNotes and the Guarantee, and that it will offer and they have complied sell the Notes and will comply with the Guarantee (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering restrictions requirement and the closing date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of NotesNotes and the Guarantee, it will have sent to each distributor, dealer or person receiving a selling commissionconcession, fee or other remuneration that purchases Notes and the Guarantee from it during the distribution compliance period a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States U.S. Securities Act of 1933, as amended (the "“Securities Act") ”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S under S.” Each Dealer also represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Securities Act." Notes and the Guarantee, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in the paragraphs above have the meanings meaning given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.

United States of America. The Each Dealer understands that the Notes and the Guarantee have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees (and each further Dealer appointed under the Programme will be required to represent and agree) that it has not offered and or sold, and will not offer and or sell, any Notes only outside and the Guarantee constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. Accordingly, each Terms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees (and each further Dealer appointed under the Programme will be required to represent and agree) that neither it, nor its affiliates nor any person acting on its or their behalf it has engaged or will engage in any directed selling efforts with respect to offered and sold the NotesNotes and the Guarantee, and that it will offer and they have complied sell the Notes and will comply with the Guarantee (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering restrictions requirement and the closing date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer also agrees (and each further appointed under the Programme will be required to agree) that, at or prior to confirmation of sale of NotesNotes and the Guarantee, it will have sent to each distributor, dealer or person receiving a selling commissionconcession, fee or other remuneration that purchases Notes and the Guarantee from it during the distribution compliance period a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States U. S. Securities Act of 1933, as amended (the "“Securities Act") ”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S S.” Each Dealer also represents and agrees (and each further Dealer appointed under the Securities Act." Programme will be required to represent and agree) that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes and the Guarantee, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in the paragraphs above have the meanings meaning given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.

United States of America. The [Each Dealer understands that the Notes [and the Guarantee] have not been and will not be registered under the Securities Act (as defined below) and may not be offered or sold within the United States except in accordance with Regulation S. Each Dealer represents and agrees that it has not offered or sold, and will not offer or sell, any Notes [and the Guarantee] constituting part of its allotment within the United States except in accordance with Rule 903 of Regulation S. Each Dealer represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to any Notes [and the Guarantee]. Terms used above have the meaning given to them by Regulation S.] [NB – include this alternative for Category 1 offerings] [Each Dealer understands that the Notes [and the Guarantee] have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees that it has not offered and or sold, and will not offer and or sell, any Notes only outside [and the Guarantee] constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. Accordingly, each Terms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf it has engaged or will engage in any directed selling efforts with respect to offered and sold the NotesNotes [and the Guarantee], and that it will offer and they have complied sell the Notes [and will comply with the Guarantee] (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering restrictions requirement and the closing date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of NotesNotes [and the Guarantee], it will have sent to each distributor, dealer or person receiving a selling commissionconcession, fee or other remuneration that purchases Notes [and the Guarantee] from it during the distribution compliance period a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States U.S. Securities Act of 1933, as amended (the "“Securities Act") ”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S under S.” Each Dealer also represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Securities Act." Notes [and the Guarantee], and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in the paragraphs above have the meanings meaning given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting S.] [NB – include this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting alternative for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:Category 2 offerings]

United States of America. The [Each Dealer understands that the Notes [and the Guarantee] have not been and will not be registered under the Securities Act (as defined below) and may not be offered or sold within the United States except in accordance with Regulation S. Each Dealer represents and agrees that it has not offered or sold, and will not offer or sell, any Notes [and the Guarantee] constituting part of its allotment within the United States except in accordance with Rule 903 of Regulation S. Each Dealer represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to any Notes [and the Guarantee]. Terms used above have the meaning given to them by Regulation S.]10 [Each Dealer understands that the Notes [and the Guarantee] have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees that it has not offered and or sold, and will not offer and or sell, any Notes only outside [and the Guarantee] constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. Accordingly, each Terms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf it has engaged or will engage in any directed selling efforts with respect to offered and sold the NotesNotes [and the Guarantee], and that it will offer and they have complied sell the Notes [and will comply with the Guarantee] (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering restrictions requirement and the closing date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of NotesNotes [and the Guarantee], it will have sent to each distributor, dealer or person receiving a selling commissionconcession, fee or other remuneration that purchases Notes [and the Guarantee] from it during the distribution compliance period a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States U.S. Securities Act of 1933, as amended (the "“Securities Act") ”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S under S.” Each Dealer also represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Securities Act." Notes [and the Guarantee], and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in the paragraphs above have the meanings meaning given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.] 11

United States of America. The Each Dealer understands that the Notes have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees that it has not offered and or sold, and will not offer and or sell, any Notes only outside constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. AccordinglyTerms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Each Dealer also represents and agrees that neither it, nor its affiliates nor any person persons acting on its or their behalf has have engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings meaning given to them by Regulation S under the Securities Act." Terms used in the paragraphs above have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.

United States of America. The [Each Dealer understands that the Notes [and the Guarantee] have not been and will not be registered under the Securities Act (as defined below) and may not be offered or sold within the United States except in accordance with Regulation S. Each Dealer represents and agrees that it has not offered or sold, and will not offer or sell, any Notes [and the Guarantee] constituting part of its allotment within the United States except in accordance with Rule 903 of Regulation S. Each Dealer represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to any Notes [and the Guarantee]. Terms used above have the meaning given to them by Regulation S.]9 [NB – include this alternative for Category 1 offerings] [NB – include this alternative for Category 2 offerings] [Each Dealer understands that the Notes [and the Guarantee] have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees that it has not offered and or sold, and will not offer and or sell, any Notes only outside [and the Guarantee] constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. Accordingly, each Terms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf it has engaged or will engage in any directed selling efforts with respect to offered and sold the NotesNotes [and the Guarantee], and that it will offer and they have complied sell the Notes [and will comply with the Guarantee] (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering restrictions requirement and the closing date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of NotesNotes [and the Guarantee], it will have sent to each distributor, dealer or person receiving a selling commissionconcession, fee or other remuneration that purchases Notes [and the Guarantee] from it during the distribution compliance period a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States U.S. Securities Act of 1933, as amended (the "“Securities Act") ”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S under S.” Each Dealer also represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Securities Act." Notes [and the Guarantee], and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in the paragraphs above have the meanings meaning given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting S.] 10 [NB – include this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting alternative for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:Category 2 offerings]

United States of America. The Each Dealer understands that the Notes have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees that it has not offered and or sold, and will not offer and or sell, any Notes only outside constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. AccordinglyTerms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date (the "distribution compliance period"), only in accordance with Rule 903 of Regulation S. Each Dealer agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U. S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S." Each Dealer also represents and agrees that neither it, nor its affiliates nor any person persons acting on its or their behalf has have engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings meaning given to them by Regulation S under the Securities Act." Terms used in the paragraphs above have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.

United States of America. [The Notes have not been and will not be registered under the Securities Act (as defined below) and may not be offered or sold within the United States. Each Dealer has represented and agreed that it has offered and sold, and will offer and sell, Notes only outside the United States in accordance with Rule 903 of Regulation S. Accordingly, each Dealer has represented and agreed that neither it, nor any of its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes. Terms used in this paragraph have the meanings given to them by Regulation S.] OR [The Notes [and the Guarantee] have not been and will not be registered under the Securities Act and the Notes and the Guarantee, if applicable, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities ActUS persons. Each Dealer represents has represented and agrees agreed that it has offered and sold, and will offer and sell, any Notes and the Guarantee only outside the United States to non-U.S. US persons in accordance with Rule 903 of Regulation S. Accordingly, each Dealer represents has represented and agrees agreed that neither it, nor its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the NotesNotes and the Guarantee, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer has also agrees agreed that, at or prior to confirmation of sale of NotesNotes and the Guarantee, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "“Securities Act"”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. US persons. Terms used above have the meanings given to them by Regulation S under the Securities Act." ” Terms used in the paragraphs above this paragraph have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)S]." Each Dealer represents and agrees that: