Common use of Delivery of Prospectus Clause in Contracts

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the Shares, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Until the Offering Termination Date, the Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the Shares, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Until the Offering Termination Date, the Company will comply comply, to the best of its ability ability, with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares Units as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares Units and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the SharesUnits, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver Prior to you at its expense10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, as many to furnish the Underwriters with written and electronic copies of each Preliminary the Prospectus in New York City in such quantities as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expenseand, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares ADSs and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered delivered, not misleading misleading, or, if for any other reason it shall be necessary during the such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will to notify you and upon your request to prepare and furnish without charge to you each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that which will correct such statement or omission or effect such compliance, ; and in case you are any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the SharesADSs at any time nine months or more after the time of issue of the Prospectus, upon your request but at your expensethe expense of such Underwriter, the Company will to prepare and deliver to you such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.;

Delivery of Prospectus. The Company will deliver Prior to you at its expense12:00 noon, Eastern time, on the New York Business Day next succeeding the date of this Agreement and from time to time, as many the Company shall furnish the Underwriters with copies of each Preliminary the Prospectus in New York City in such quantities as you may from time to time reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares (or but for the exception afforded by Rule 172 under the Act would be required) and if at such time any events event shall have occurred as a result of which the Registration Statement, the General Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereintherein (except in the case of the Registration Statement, in the light of the circumstances under which they were made when such Prospectus is delivered delivered) not misleading misleading, or, if for any other reason it shall be necessary during the same such period to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request to prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that which will correct such statement or omission or effect such compliance, and in case you are any Underwriter is required to deliver a prospectus in connection with sales of any of the SharesShares at any time nine months or more after the time of issue of the Prospectus, upon your request but at your expensethe expense of such Underwriter, the Company will to prepare and deliver to you such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of the Basic Prospectus and each Preliminary Prospectus as and any free writing prospectuses and other written materials that you may reasonably requestrequest at the time of the original printing of such Prospectus, amendment or supplement thereto, or the use of such free writing prospectus, as applicable, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the Shares, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the SharesShares at any time after __________________, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver Prior to you at its expense3:00 P.M., New York City time, on the Business Day next succeeding the date of this Agreement and from time to time, as many to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as each Preliminary Prospectus as you Lead Representative may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expenseand, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares Securities and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered delivered, not misleading misleading, or, if for any other reason it shall be necessary during the such same period to amend or supplement the Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to comply with the 1933 Act or the 1934 Act, to notify the Company will notify you Lead Representatives and upon your their request to file such document and to prepare and furnish without charge to you each Underwriter and to any dealer in securities as many written and electronic copies as you the Lead Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that which will correct such statement or omission or effect such compliance, ; and in case you are any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) in connection with sales of any of the SharesSecurities at any time nine months or more after the time of issue of the Prospectus, upon your the request of any Underwriter but at your expensethe expense of such Underwriter, the Company will to prepare and deliver to you such Underwriter as many written and electronic copies as you such Underwriter may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act; the Lead Representatives will inform the Company when the Underwriters' obligation to deliver a prospectus has expired.

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each the Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Until and including the Closing Date, the Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares Units as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares Units and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the SharesUnits, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Prior to 10:00 a.m., Eastern Time, on the Business Day next following the date of this Agreement, the Company will deliver to you at its expense, from time to time, as many shall furnish the Underwriters with copies of each Preliminary the Prospectus in New York City in such quantities as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expenseand, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and (or, but for the exception afforded by Rule 172 under the Act, would be required) and, if at such any time prior to the expiration of nine months after the date of the Prospectus any events event shall have occurred as a result of which the Registration Statement, the General Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered delivered, not misleading misleading, or, if for any other reason it shall be necessary during the same such time period to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus in order to comply with the 1933 Act, the Company will to notify you and upon your request to prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that which will correct such statement or omission or effect such compliance, and in . In case you are any Underwriter is required to deliver a prospectus in connection with sales of any of the SharesShares at any time nine months or more after the time of issue of the Prospectus, upon your request but at your expensethe expense of such Underwriter, the Company will shall prepare and deliver to you such Underwriter as many copies as you may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver to you at its expenseA copy of the Prospectus, from time to timeProspectus Supplement and Pricing Supplement, in each case, as many copies most recently amended or supplemented on the date of each Preliminary Prospectus delivery thereof (except as you may reasonably requestprovided below) must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation provided for above and (ii) any Note purchased by such purchaser. (For this purpose, and the Company hereby consents entry of an SDFS deliver order through DTC’s Participant Terminal System to credit a Note to the use account of a Participant purchasing, or acting for the purchaser of, a Note shall be deemed to constitute delivery of such copies for purposes permitted by Note.) The Issuer shall ensure that the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of Agent receives copies of the Prospectus and Prospectus Supplement and each amendment or supplement thereto (including appropriate Pricing Supplements) in such quantities and within such time limits as will enable the Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the first sentence of this paragraph. If, since the date of acceptance of a purchaser’s offer, the Prospectus or Prospectus Supplement shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Issuer and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus and Prospectus Supplement as supplemented or amended) by such new supplement, but shall receive the Prospectus and Prospectus Supplement as you may reasonably request. The Company will comply supplemented to reflect the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion terms of the distribution Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of the Shares as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in and Prospectus Supplement. In connection with the offering or sale qualification of the Shares Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinadministrative functions described below, in light accordance with its obligations under DTC’s operational arrangements (the “Operational Arrangements”) referred to in an Issuer Letter of Representations (the circumstances under which they were made when such Prospectus is delivered not misleading or“Letter”) from the Issuer and the Trustee to DTC to be entered into promptly after the date hereof and a Medium-Term Note Certificate Agreement between the Trustee and DTC dated as of April 14, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act1989, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such complianceamended, and its obligations as a participant in case you are required to deliver a prospectus in connection with sales of DTC, including DTC’s Same-Day Funds Settlement System or any of the Shares, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Actsuccessor thereto (“SDFS”).

Delivery of Prospectus. The Company and the Trust will deliver ---------------------- to you the Selling Agent at its expense, from time to time, as many copies of each Preliminary Prospectus as you the Selling Agent may reasonably request, and the Company and the Trust hereby consents consent to the use of such copies for purposes permitted by the 1933 Act. The Company and the Trust will deliver to you the Selling Agent at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you the Selling Agent may reasonably request. The Company and the Trust will comply to the best of its their ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares Securities as contemplated in this Agreement and in the prospectusProspectus. If the delivery of a prospectus Prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares Securities and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company and the Trust will notify you the Selling Agent and upon your the Selling Agent's request prepare and furnish without charge to you the Selling Agent and to any dealer in securities as many copies as you the Selling Agent may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are the Selling Agent is required to deliver a prospectus Prospectus in connection with sales of any of the SharesSecurities at any time nine months or more after the time of issue of the Prospectus, upon your the Selling Agent's request but at your the Selling Agent's expense, the Company and the Trust will prepare and deliver to you the Selling Agent as many copies as you it may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver Prior to you at its expense10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, as many to furnish the Underwriters with written and electronic copies of each Preliminary the Prospectus in New York City in such quantities as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expenseand, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior by law to the expiration of nine months after the time of issue of the Prospectus be delivered in connection with the offering or sale of the Shares ADSs by an Underwriter or dealer, and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered delivered, not misleading misleading, or, if for any other reason it shall be necessary during the such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will to notify you and upon your request to prepare and furnish without charge to you each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that which will correct such statement or omission or effect such compliance, ; and in case you are any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the SharesADSs at any time nine months or more after the time of issue of the Prospectus, upon your request but at your expensethe expense of such Underwriter, the Company will to prepare and deliver to you such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.;

Delivery of Prospectus. The Prior to 10:00 a.m., Eastern Time, on the Business Day next following the date of this Agreement, the Company will deliver to you at its expense, from time to time, as many shall furnish the Underwriters with copies of each Preliminary the Prospectus in New York City in such quantities as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expenseand, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and (or, but for the exception afforded by Rule 172 under the 1933 Act, would be required) and, if at such any time prior to the expiration of nine months after the date of the Prospectus any events event shall have occurred as a result of which the Registration Statement, the General Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered delivered, not misleading misleading, or, if for any other reason it shall be necessary during the same such time period to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus in order to comply with the 1933 Act, the Company will to notify you and upon your request to prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that which will correct such statement or omission or effect such compliance, and in . In case you are any Underwriter is required to deliver a prospectus in connection with sales of any of the SharesShares at any time nine months or more after the time of issue of the Prospectus, upon your request but at your expensethe expense of such Underwriter, the Company will shall prepare and deliver to you such Underwriter as many copies as you may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the SharesShares at any time nine months or more after the time of issue of the Prospectus, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver Prior to you at its expense3:00 p.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, as many to furnish the Underwriters with written and electronic copies of each Preliminary the Prospectus in New York City in such quantities as you the Representative may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expenseand, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares Securities and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) is delivered delivered, not misleading misleading, or, if for any other reason it shall be necessary during the such same period to amend or supplement the Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to comply with the 1933 Act, the Company will 1934 Act or the Trust Indenture Act, to notify you the Representative and upon your the Representative’s request to file such document and to prepare and furnish without charge to you each Underwriter and to any dealer in securities as many written and electronic copies as you the Representative may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that which will correct such statement or omission or effect such compliance, ; and in case you are any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 0000 Xxx) in connection with sales of any of the SharesSecurities at any time nine months or more after the time of issue of the Prospectus, upon your the request of any Underwriter but at your expensethe expense of such Underwriter, the Company will to prepare and deliver to you such Underwriter as many written and electronic copies as you such Underwriter may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act; the Representative will inform the Company when the Underwriters’ obligation to deliver a prospectus has expired.

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the Shares, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.to

Delivery of Prospectus. The Company will deliver Prior to you at its expense3:00 P.M., New York City time, on the Business Day next succeeding the date of this Agreement and from time to time, as many to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as each Preliminary Prospectus as you Lead Representative may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expenseand, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectus. If if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1000 Xxx) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares Securities and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1000 Xxx) is delivered delivered, not misleading misleading, or, if for any other reason it shall be necessary during the such same period to amend or supplement the Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to comply with the 1933 Act or the 1934 Act, to notify the Company will notify you Lead Representatives and upon your their request to file such document and to prepare and furnish without charge to you each Underwriter and to any dealer in securities as many written and electronic copies as you the Lead Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that which will correct such statement or omission or effect such compliance, ; and in case you are any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1000 Xxx) in connection with sales of any of the SharesSecurities at any time nine months or more after the time of issue of the Prospectus, upon your the request of any Underwriter but at your expensethe expense of such Underwriter, the Company will to prepare and deliver to you such Underwriter as many written and electronic copies as you such Underwriter may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act; the Lead Representatives will inform the Company when the Underwriters’ obligation to deliver a prospectus has expired.

Delivery of Prospectus. A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable the Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to Lehmxx Xxxthers Inc., c/o ADP, Prospectus Services, 536 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Xxtention: Mike Xxxx, (016) 000-0000, xxlecopier: (516) 000-0000 xxx by hand to Lehmxx Xxxthers Inc., 3 World Financial Centxx, 0xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Brunxxx Xxxxxxx, (012) 000-0000. Xf, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. AUTHENTICITY OF SIGNATURES The Company will deliver cause the Trustee to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and furnish the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter Agent from time to time as requested during with the period when the Prospectus is required to be delivered under the 1933 Act, such number specimen signatures of copies each of the Prospectus (as supplemented Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agent will have no obligation or amended) as you may reasonably requestliability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. ADVERTISING COSTS The Company will comply to the best of its ability determine with the 1933 Act Agent the amount and nature of advertising that may be appropriate in offering the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectusNotes. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection Advertising expenses incurred with the offering or sale consent of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and upon your request prepare and furnish without charge terms shall apply to you Multi- Currency Notes in addition to, and to any dealer the extent inconsistent therewith in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the Shares, upon your request but at your expensereplacement of, the Company will prepare procedures and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Actterms set forth above.

Delivery of Prospectus. A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof (except as provided below) must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation provided for above, and (ii) any Note purchased by such purchaser. (For this purpose, entry of an SDFS delivery order through DTC's Participant Terminal System to credit a Note to the account of a Participant purchasing, or acting for the purchaser of, a Note shall be deemed to constitute delivery of such Note.) Subject to the foregoing, it is anticipated that delivery of the Prospectus, confirmation and Notes to the purchaser will be made simultaneously at settlement. The Company will deliver to you at its expense, from time to time, as many Issuer shall ensure that the Presenting Distributor receives copies of the Prospectus and each Preliminary amendment or supplement thereto (including appropriate Pricing Supplements) in such quantities and within such time limits as will enable the Presenting Distributor to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the first sentence of this paragraph. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Issuer and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as you may reasonably requestsupplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the Company hereby consents date of delivery of the Prospectus. The Issuer shall have delivered a completed Pricing Supplement, via next day mail or telecopy to arrive no later than 11:00 a.m. on the Business Day preceding the settlement date for the applicable Note, to the use of such copies for purposes permitted by Presenting Agent at the 1933 Act. following locations: [NAME AND ADDRESS OF EACH DISTRIBUTOR] AUTHENTICITY OF SIGNATURES The Company Issuer will deliver cause the Trustee to you at its expense, as soon as furnish the Registration Statement shall have become effective and thereafter Distributors from time to time as requested during with the period when the Prospectus is required to be delivered under the 1933 Act, such number specimen signatures of copies each of the Prospectus Trustee's officers, employees or agents who have been authorized by the Trustee to authenticate Notes, but no Distributor will have any obligation or liability to the Issuer or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Issuer or the Trustee on any Note or the Global Note (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated defined in this Agreement and in the prospectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the Shares, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 ActPart III).

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectusProspectus. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the SharesShares at any time nine months or more after the time of issue of the Prospectus, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.

Delivery of Prospectus. The Company will deliver to you at its expense, from time to time, as many copies of each Preliminary Prospectus as you may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you at its expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the Rules and Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the prospectusProspectus. If the delivery of a prospectus is required equired at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading or, if for any reason it shall be necessary during the same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance, and in case you are required to deliver a prospectus in connection with sales of any of the SharesShares at any time nine months or more after the time of issue of the Prospectus, upon your request but at your expense, the Company will prepare and deliver to you as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act.