Common use of European Economic Area Clause in Contracts

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer to the public of Securities which are the subject of the offering contemplated by this Terms Agreement in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer to the public in that Relevant Member State:

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”)Area, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer to the public of Securities which are the subject of the offering contemplated by this Terms Agreement in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer to the public in that Relevant Member State:

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make ), an offer of the Securities to the public of Securities which are the subject of the offering contemplated by this Terms Agreement may not be made in that Relevant Member State except that it maythat, with effect from and including the Relevant Implementation Date, make an offer to the public in that Relevant Member StateState of any Securities may be made:

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which Area, each of the Underwriters has implemented the Prospectus Directive (each, a “Relevant Member State”), represented and agreed that with effect from and including the date on which the Prospectus Directive is was implemented in that Relevant Member State (the “"Relevant Implementation Date”") it has not made and will not make an offer to the public of Securities which are the subject of the offering contemplated by this Terms Agreement the Preliminary Final Prospectus and the Final Prospectus to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State:

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which Area, each of the Underwriters has implemented the Prospectus Directive (each, a “Relevant Member State”), represented and agreed that with effect from and including the date on which the Prospectus Directive is was implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer to the public of Securities which are the subject of the offering contemplated by this Terms Agreement the Preliminary Final Prospectus and the Final Prospectus to the public in that Relevant Member State State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State:

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), each Underwriter represents and agrees, severally and not jointly, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer to of the public of Debt Securities which are the subject of the offering contemplated by this Terms Agreement in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer General Disclosure Package to the public in that Relevant Member StateState other than:

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which Area, each of the Underwriters has implemented the Prospectus Directive (each, a “Relevant Member State”), represented and agreed that with effect from and including the date on which the Prospectus Directive is was implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer to the public of Securities which are the subject of the offering contemplated by this Terms Agreement the Preliminary Final Prospectus and the Final Prospectus to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State:

European Economic Area. Each Underwriter represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer to the public of any Securities which are the subject of the this offering contemplated by this Terms Agreement may not be made in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer to the public in that Relevant Member State of any Securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

European Economic Area. Each Underwriter represents and agrees that in In relation to each Relevant Member State of the European Economic Area which has implemented the Prospectus Directive (eachDirective, a “Relevant Member State”), each Underwriter hereby represents and agrees that with effect from and including the “Relevant Implementation Date” for such Relevant Member State, which is the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) State, it has not made and will not make an offer of Securities to the public of Securities which are the subject of the offering contemplated by this Terms Agreement in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State:

European Economic Area. Each Underwriter represents and agrees that in In relation to each Member State of the European Economic Area which Area, each of the Underwriters has implemented the Prospectus Directive (each, a “Relevant Member State”), represented and agreed that with effect from and including the date on which the Prospectus Directive is was implemented in that Relevant Member State (the “"Relevant Implementation Date”") it has not made and will not make an offer to the public of Securities which are the subject of the offering contemplated by this Terms Agreement the Preliminary Final Prospectus and the Final Prospectus to the public in that Relevant Member State State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State:

European Economic Area. Each Underwriter represents The Underwriters represent and agrees agree that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer to the public of any Securities which are the subject of the this offering contemplated by this Terms Agreement may not be made in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer to the public in that Relevant Member State of any Securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: