Common use of United States Clause in Contracts

United States. 1.1 Each Dealer understands that the Notes 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 accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and sold any Notes, and will offer and sell any Notes (a) as part of their distribution at any time and (b) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. 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 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 completion of the distribution of the Securities as determined and certified by the relevant Dealer, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and 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." Terms used in this sub-clause 1.1 have the meanings given to them by Regulation S.

United States. 1.1 Each Dealer understands that the The Notes have not been and will not be registered under the Securities Act, 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 accordance with Regulation S under the Securities Act or pursuant to an otherwise available exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act. Each Dealer Manager represents and agrees that it has offered and sold any the Notes, and agrees that it will offer and sell any the Notes (ai) as part of their distribution at any time and (bii) otherwise until 40 days after the completion later of the distribution of all Notes commencement of the Tranche of which such Notes are a part, as determined offering and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided belowClosing Date, only in accordance with Rule 903 of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (Accordingly, neither it, its affiliates nor any person acting on its or their behalf have engaged or will engage in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period any directed selling efforts with respect to such Tranche. the Notes, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer also Manager agrees that, at or prior to confirmation of sale of the 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 restricted 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 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. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion later of the distribution commencement of the Securities as determined offering and certified by the relevant Dealerclosing date, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings meaning given to them by Regulation S." Terms used in this sub-clause 1.1 paragraph have the meanings given to them by Regulation S.S. Except as contemplated by this Agreement, the Managers have not entered and will not enter, into any contractual arrangement with respect to the distribution or delivery of the Notes, except with their affiliates or with the prior written consent of the Issuer. In addition, each of the Managers:

United States. 1.1 Each Dealer understands that the Notes have not been and will not be registered under the Securities ActAct or the securities laws or "blue sky" laws of any state or other jurisdiction of the United States, and may not be offered offered, sold or sold delivered within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities ActAct and any applicable local, state or federal securities law. Each Dealer represents and agrees that it has offered and sold any Notes, and will offer and sell any Notes (a) as part of their distribution at any time and (b) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. 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 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)) or the securities laws or "blue sky" laws of any state or other jurisdiction of the United States, 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 anytime or (ii) otherwise until 40 days after the completion of the distribution of the Securities as determined and certified by the relevant Dealer, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and 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." Terms used in this sub-clause 1.1 have the meanings given to them by Regulation S.

United States. 1.1 Each Dealer understands that the The Notes have not been and will not be registered under the Securities ActAct or the securities laws of any state or other jurisdiction of the United States, 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 accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and sold any Notes, and will offer and sell any Notes (ai) as part of their distribution at any time and (bii) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. 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 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), or the securities laws of any state or other jurisdiction of the United States, 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 completion of the distribution of the Securities as determined and certified by the relevant Dealer, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and 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." Terms used in this sub-clause subclause 1.1 have the meanings given to them by Regulation S.

United States. 1.1 Each Dealer understands that the The Notes have not been and will not be registered under the Securities ActAct or the securities laws of any state or other jurisdiction of the United States, 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 accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and sold any Notes, and will offer and sell any Notes (ai) as part of their distribution at any time and (bii) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. 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 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)) or with any such securities regulatory authority of any state or other jurisdiction of the United States, 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 completion of the distribution of the Securities as determined and certified by the relevant Dealer, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and 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." Terms used in this sub-clause subclause 1.1 have the meanings given to them by Regulation S.

United States. 1.1 Each Dealer understands that the Notes have not been and will not be registered under the Securities ActAct or the securities laws or “blue sky” laws of any state or other jurisdiction of the United States, and may not be offered offered, sold or sold delivered within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities ActAct and any applicable local, state or federal securities law. Each Dealer represents and agrees that it has offered and sold any Notes, and will offer and sell any Notes (a) as part of their distribution at any time and (b) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-non- syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. 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 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)) or the securities laws or “blue sky” laws of any state or other jurisdiction of the United States, 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 completion of the distribution of the Securities as determined and certified by the relevant Dealer, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and 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." Terms used in this sub-clause 1.1 have the meanings given to them by Regulation S.

United States. 1.1 Each Dealer understands that the The Notes have not been and will not be registered under the Securities Act, 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 accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, certain transactions exempt from the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and sold any Notes, and will offer and sell any Notes (a) as part of their distribution at any time and (b) otherwise until 40 days after Terms used in this paragraph have the completion of the distribution of all Notes of the Tranche of which such meanings given to them by Regulation S. The Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued subject to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. 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 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), tax law requirements and may not be offered offered, sold or sold delivered within the United States or toits possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or for the account or benefit of, U.S. persons deliver Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of the Securities Notes, as determined and certified by the relevant DealerDealer or, in the case of an issue of Notes on a non-syndicated issuebasis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the Lead Manageraccount or benefit of, in the case of a syndicated issueU.S. persons. Each Dealer has further agreed, and except in either case in accordance with Regulation S each further Dealer appointed under the Securities ActProgramme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used above in this paragraph have the meanings given to them by Regulation S." Terms used S under the Securities Act. Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in this sub-clause 1.1 have the meanings given offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to them by Regulation S.such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Pricing Supplement.

United States. 1.1 Each Dealer 2.1 The Placement Agent represents, warrants and agrees that (a) it understands that the Notes have not been and will not be registered under the Securities Act, Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons Persons except pursuant to an exemption from the registration requirements of the Securities Act, (b) it understands that, with respect to the Placement, the Notes may not be sold to, or for the account of, any Person that is a U.S. Person unless such Person is both (1) a Qualified Purchaser, or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (2) a Qualified Institutional Buyer, (c) it has not offered or sold Notes and will not offer or sell Notes, except as provided in paragraph 2.2 below, (d) except (x) in a transaction in accordance with Regulation S under the Securities Act to Persons that are not U.S. Persons or pursuant (y) as provided in paragraph 2.2 below, neither it, its affiliates (if any) nor any Persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and sold any Notes, and it and they have complied and will offer and sell any Notes (a) as part of their distribution at any time and (b) otherwise until 40 days after comply with the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 offering restrictions requirements of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder S, (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Managere) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. Each Dealer also agrees that, at or prior to confirmation of sale of NotesNotes (other than sale of Notes pursuant to paragraph 2.2 below), it will have sent to each distributor, dealer or person Person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period Issuer, a confirmation or notice to substantially the following effect: "“The Securities Notes covered hereby have not been and will not be registered under the U.S. 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 (iPersons, except pursuant to Section 4(a)(2) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of the Securities as determined and certified by the relevant Dealerof, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings meaning given to them by Regulation S." Terms used in this sub-clause 1.1 have S under the meanings given to them by Regulation S.Securities Act”.

United States. 1.1 Each Dealer understands that the Notes The Shares have not been and will not be registered under the Securities Act, and may not be offered or sold within in the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under or pursuant to an exemption from the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of under the Securities Act. Each Dealer Purchaser represents and agrees that it has offered and sold any NotesShares, and will offer and sell any Notes Shares (ai) as part of their distribution at any time and (bii) otherwise until 40 days one (1) year after the completion of Closing Date (the distribution of all Notes of the Tranche of which such Notes are a part“Restricted Period”), as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 of Regulation S S, pursuant to an exemption from the registration requirements of the Securities Act or pursuant to registration under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) Purchaser shall determine and certify to the Principal Paying Transfer Agent that it has complied with the completion transfer restrictions as set forth in Section 4.8 of this Agreement and this Appendix A. Only upon receipt of such certification will the Transfer Agent be authorized to accept a transfer of the distribution of the Notes of such TrancheShares. On the basis of such notification or notifications, the Principal Paying Agent has agreed to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. Each Dealer Purchaser also agrees that, at or prior to confirmation of sale of NotesShares, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes Shares from it during the distribution compliance period Restricted 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 one (1) year after the completion of the distribution of the Securities as determined and certified by the relevant DealerCompany or its Transfer Agent, in the case of a non-syndicated issue, or the Lead Manager, in the case of a syndicated issue, and except in either case in accordance with Regulation S S, pursuant to an exemption from the registration requirements of the Securities Act or pursuant to registration under the Securities Act. Terms used above have the meanings given to them by Regulation S." Terms used ” Purchaser represents and agrees that it, its affiliates or any persons acting on its or their behalf have not engaged and will not engage in this sub-clause 1.1 any directed selling efforts with respect to any Shares, and it and they have complied and will comply with the meanings given to them by offering restrictions requirement of Regulation S.

United States. 1.1 Each Dealer understands that the (1) The Notes 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 accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and sold any Notes, and will offer and sell any Notes (ai) as part of their distribution at any time and (bii) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed agrees to notify such Dealer/Lead Manager of the end of the distribution compliance period with respect to such Tranche. 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 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 completion of the distribution of the Securities as determined and certified by the relevant Dealer, in the case of a non-non- syndicated issue, or the Lead Manager, in the case of a syndicated issue, and 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." Terms used in this sub-clause 1.1 paragraph 1(1) have the meanings given to them by Regulation S.

United States. 1.1 Each Dealer understands that the (a) The Notes have not been and will not be registered under the Securities Act, and may not be offered offered, sold or sold delivered, directly or indirectly, within the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (the “United States”) or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, from the registration requirements of the Securities Act. Each Dealer represents and agrees agrees, and each further dealer or distributor will be required to agree, that it has offered and sold any Notes, and will offer and sell any Notes (ai) as part of their distribution at any time and (bii) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer, in the case of a non-syndicated issue or the Lead Manager, in the case of a syndicated issue, and except in either case notified as provided below, only in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly, each Dealer further represents and agrees, and each further dealer or distributor will be required to further agree, that it, its affiliates or any persons acting on its or their behalf have not engaged and will not engage in any directed selling efforts with respect to any Note, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer who has purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of Notes issued to or through more than one Dealer, each of such Dealers as to the Notes of such Tranche purchased by or through it or, in the case of a syndicated issue, the relevant Lead Manager) shall determine and certify notify in writing to the Principal Paying Agent the completion of the distribution of the Notes of such Tranche. On the basis of such notification or notifications, the Principal Paying Agent has agreed agrees to notify such Dealer/Dealer or Lead Manager in writing of the end of the distribution compliance period Restricted Period with respect to such Tranche. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or dealer, person receiving a selling concession, fee or other remuneration or purchaser that purchases Notes from it during the distribution compliance period Restricted 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, of U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of the Securities as determined and certified notified by the relevant Dealer, in Agent for the case Securities to name of a non-syndicated issue, or the Lead Dealer(s) and Manager, in the case of a syndicated issue, and 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." ” Terms used in this sub-clause 1.1 l(a) have the meanings given to them by Regulation S.