Common use of Each U Clause in Contracts

Each U. S. Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any Shares for the account of anyone other than a United States or Canadian Person and (b) it has not offered or sold, and will not offer or sell, directly or indirectly, any Shares or distribute any prospectus relating to the Shares outside the United States or Canada or to anyone other than a United States or Canadian Person, and any dealer to whom it may sell any Shares will represent that it is not purchasing any Shares for the account of anyone other than a United States or Canadian Person and will agree that it will not offer or resell any Shares directly or indirectly outside the United States or Canada or to anyone other than a United States or Canadian Person or to any other dealer who does not so represent and agree. Each International Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any Shares for the account of any United States or Canadian Person and (b) it has not offered or

Each U. S. Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the PEPS Shares, (a) it is not purchasing any of the U.S. PEPS Shares for the account of anyone other than a United States or Canadian Person and (b) it has not offered or sold, and will not offer or sell, directly or indirectly, any of the U.S. PEPS Shares or distribute any prospectus relating to the U.S. PEPS Shares outside the United States or Canada or to anyone other than a United States or Canadian Person, and any dealer to whom it may sell any of the U.S. PEPS Shares will represent that it is not purchasing any of the U.S. PEPS Shares for the account of anyone other than a United States or Canadian Person and will agree that it will not offer or resell any such U.S. PEPS Shares directly or indirectly outside the United States or Canada or to anyone other than a United States or Canadian Person or to any other dealer who does not so represent and agree. Each International Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any Shares for the account of any United States or Canadian Person and (b) it has not offered or,

Each U. S. Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any of the U.S. Shares for the account of anyone other than a United States or Canadian Person and (b) it has not offered or sold, and will not offer or sell, directly or indirectly, any of the U.S. Shares or distribute any prospectus relating to the U.S. Shares outside the United States or Canada or to anyone other than a United States or Canadian Person, and any dealer to whom it may sell any of the U.S. Shares will represent that it is not purchasing any of the U.S. Shares for the account of anyone other than a United States or Canadian Person and will agree that it will not offer or resell any such U.S. Shares directly or indirectly outside the United States or Canada or to anyone other than a United States or Canadian Person or to any other dealer who does not so represent and agree. Each International Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any of the International Shares for the account of any United States or Canadian Person and (b) it has not offered oror sold, and will not offer or sell, directly or indirectly, any of the International Shares or distribute any prospectus relating to the International Shares in the United States or Canada or to any United States or Canadian Person, and any dealer to whom it may sell any of the International Shares will represent that it is not purchasing any of the International Shares for the account of any United States or Canadian Person and will agree that it will not offer or resell such International Shares directly or indirectly in the United States or Canada or to any United States or Canadian Person or to any other dealer who does not so represent and agree. With respect to any Underwriter that is a U.S. Underwriter and an International Underwriter, the foregoing representations and agreements (i) made by it in its capacity as a U.S. Underwriter shall apply only to it in its capacity as a U.S. Underwriter and (ii) made by it in its capacity as an International Underwriter shall apply only to it in its capacity as an International Underwriter. In addition, notwithstanding the foregoing representations and agreements, if an Underwriter (including its affiliates) is both a U.S. Underwriter and an International Underwriter, then the U.S. Underwriter and its corresponding International Underwriter may, with the consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, transfer between themselves at cost any Shares allocated to them for direct sale by the U.S. Representatives or the International Representatives so long as any Shares so transferred are treated as U.S. Shares while held by the U.S. Underwriter and International Shares while held by the International Underwriter for purposes of the forego ing representations and agreements.

Each U. S. Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any of the U.S. Shares for the account of anyone other than a United States or Canadian Person and (b) it has not offered or sold, and will not offer or sell, directly or indirectly, any Shares or distribute any prospectus relating to the Shares outside the United States or Canada or to anyone other than a United States or Canadian Person, and any dealer to whom it may sell any Shares will represent that it is not purchasing any Shares for the account of anyone other than a United States or Canadian Person and will agree that it will not offer or resell any Shares directly or indirectly outside the United States or Canada or to anyone other than a United States or Canadian Person or to any other dealer who does not so represent and agree. Each International Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any of the International Shares for the account of any United States or Canadian Person and (b) it has not offered oror sold, and will not offer or sell, directly or indirectly, any of the International Shares or distribute any prospectus relating to the International Shares in the United States or Canada or to any United States or Canadian Person, and any dealer to whom it may sell any of the International Shares will represent that it is not purchasing any of the International Shares for the account of any United States or Canadian Person and will agree that it will not offer or resell such International Shares directly or indirectly in the United States or Canada or to any United States or Canadian Person or to any other dealer who does not so represent and agree. With respect to any Underwriter that is a U.S. Underwriter and an International Underwriter, the foregoing representations and agreements (i) made by it in its capacity as a U.S. Underwriter shall apply only to it in its capacity as a U.S. Underwriter and (ii) made by it in its capacity as an International Underwriter shall apply only to it in its capacity as an International Underwriter. In addition, notwithstanding the foregoing representations and agreements, if an Underwriter (including its affiliates) is both a U.S. Underwriter and an International Underwriter, then the U.S. Underwriter and its corresponding International Underwriter may, with the consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, transfer between themselves at cost any Shares allocated to them for direct sale by the U.S. Representatives or the International Representatives so long as any Shares so transferred are treated as U.S. Shares while held by the U.S. Underwriter and International Shares while held by the International Underwriter for purposes of the foregoing representations and agreements.

Each U. S. Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any of the U.S. Shares for the account of anyone other than a United States or Canadian Person and (b) it has not offered or sold, and will not offer or sell, directly or indirectly, any of the U.S. Shares or distribute any prospectus relating to the U.S. Shares outside the United States or Canada or to anyone other than a United States or Canadian Person, and any dealer to whom it may sell any of the U.S. Shares will represent that it is not purchasing any of the U.S. Shares for the account of anyone other than a United States or Canadian Person and will agree that it will not offer or resell any such U.S. Shares directly or indirectly outside the United States or Canada or to anyone other than a United States or Canadian Person or to any other dealer who does not so represent and agree. Each International Underwriter represents and agrees that, except for (x) sales between the U.S. Underwriters and the International Underwriters pursuant to Article I of this Agreement and (y) stabilization transactions, contemplated in Article IV of this Agreement, conducted through the U.S. Representatives as part of the distribution of the Shares, (a) it is not purchasing any Shares for of the account of any United States or Canadian Person and (b) it has not offered orInterna-