Common use of European Economic Area Clause in Contracts

European Economic Area. 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 Securities which are the subject of the offering contemplated by this Agreement to the public in that Relevant Member State other than:

European Economic Area. In relation to each member state Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Dealer represents and agrees 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 of Securities which are the subject of the offering contemplated by this Agreement Notes to the public in that Relevant Member State other thanState, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:

European Economic Area. 2. In relation to each member state Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Dealer represents and agrees 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 of Securities which are the subject of the offering contemplated by this Agreement Notes to the public in that Relevant Member State other thanState, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:

European Economic Area. In relation to each member state Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the Manager has represented and agreed 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 of Securities which are the subject of the offering contemplated by this Agreement Bonds to the public in that Relevant Member State other thanState, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Bonds to the public in that Relevant Member State:

European Economic Area. In relation to each member state 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 Securities Notes which are the subject of the offering contemplated by this Agreement the Final Offering Memorandum to the public in that Relevant Member State other than:

European Economic Area. In relation to each member state Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Initial Purchaser has represented and agreed 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 of Offered Securities which are the subject of the offering contemplated by this Agreement the Preliminary Offering Memorandum and the Final Offering Memorandum to the public in that Relevant Member State other than:

European Economic Area. In relation to each member state 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 Securities which are the subject of the offering contemplated by this Agreement Notes to the public in that Relevant Member State other thanexcept that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:

European Economic Area. In relation to each member state 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 Designated Securities to the public which are the subject of the offering contemplated by this Agreement to in the public Prospectus may not be made in that Relevant Member State other than:

European Economic Area. In relation to each member state Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “"Relevant Member State”"), each offeror has represented and agreed 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 of Securities Products which are the subject of this Programme as completed by the offering contemplated by this Agreement Final Termsheet to the public in that Relevant Member State other thanState, except that the Products may, with effect from and including the Relevant Implementation Date, be offered to the public in that Relevant Member State:

European Economic Area. In relation to each member state Member State of the European Economic Area which has implemented the Prospectus Directive (defined below) (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 no offer of Securities which are the subject of the offering contemplated by this Agreement rights may be made to the public in that Relevant Member State other than:

European Economic Area. In relation to each member state Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Dealer represents and agrees, 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 of Securities which are the subject of the offering contemplated by this Agreement Instruments to the public in that Relevant Member State other thanexcept that it may, with effect from and including the Relevant Implementation Date, make an offer of Instruments to the public in that Relevant Member State: