Common use of Hong Kong Clause in Contracts

Hong Kong. Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Securities other than (A) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO, or (B) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of such ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

Hong Kong. Each Underwriter, on behalf of itself underwriter has represented and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Designated Securities other than (A) to except for Designated Securities which are a “professional investorsstructured product” within the meaning of as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong Kong) other than (a) to “professional investors” as defined in the “SFO”) Securities and Futures Ordinance and any rules made under the SFO, that Ordinance; or (Bb) in other circumstances which do not result in the document being a “prospectus” within the meaning of as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of such ordinance; that Ordinance, and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Designated Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within as defined in the meaning of the SFO Securities and Futures Ordinance and any rules made thereunderunder that Ordinance.

Hong Kong. Each UnderwriterIn addition, each of the underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the SecuritiesBonds, represents has represented and agrees agreed that (i1) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Securities Bonds other than (Ai) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO, or (Bii) in other circumstances which do not result in the document being a “''prospectus” ’’ within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of such ordinance; and (ii2) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the SecuritiesBonds, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities Bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

Hong Kong. Each UnderwriterThe Placing Agent represents, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents warrants and agrees that (i) it the Placing Agent has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Securities Bonds other than (Aa) to “professional investors” within the meaning of as defined in the Securities and Futures Ordinance (Cap. 571) Chapter 571 of the Laws of Hong Kong Kong) (the “SFO”) and any rules made under the SFO, that Ordinance; or (Bb) in other circumstances which do not result in the document being a “prospectus” within as defined in the meaning Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Companies Ordinance (Cap. 32) Laws of Hong Kong Kong) or which do not constitute an offer to the public within the meaning of such ordinancethat Ordinance; and (ii) it the Placing Agent has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the SecuritiesBonds, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities Bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of as defined in the SFO and any rules made thereunderunder that Ordinance.

Hong Kong. Each Underwriterof the Agents, on behalf of itself and each of its affiliates that participates in the initial distribution of the SecuritiesNotes, represents and agrees that that: (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Securities Notes other than (Ai) to “professional investors” within the meaning of as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO, ; or (Bii) in other circumstances which do not result in the document being a “prospectus” within the meaning of as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of such ordinancethat Ordinance; and and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the SecuritiesNotes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of as defined in the SFO and any rules made thereunderunder the SFO.

Hong Kong. Each UnderwriterThe Issuer represents, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securitieswarrants, represents covenants and agrees (with respect to itself) that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Securities other than (A) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO, or (B) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of such ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the SecuritiesSecured Notes, which is directed at, or the contents of which are likely to be accessed or read ready by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities Secured Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within as defined in the meaning Securities and Futures Ordinance (Cap.571) of Hong Kong (“SFO”) and any rules made under the SFO; and (B) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Secured Notes which are a “structured product” as defined in the SFO) other than (i) to “professional investors” as defined in the SFO and any rules made thereunderunder the SFO; or (ii) in other circumstances which do not result in the document being a “prospectus”, as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (“CWUMPO”) or which do not constitute an offer to the public within the meaning of the CWUMPO.

Hong Kong. Each UnderwriterThe Initial Purchaser represents, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securitieswarrants, represents covenants and agrees that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Securities other than (A) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO, or (B) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of such ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the SecuritiesSecured Notes, which is directed at, or the contents of which are likely to be accessed or read ready by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities Secured Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within as defined in the meaning Securities and Futures Ordinance (Cap.571) of Hong Kong (“SFO”) and any rules made under the SFO; and (B) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Secured Notes which are a “structured product” as defined in the SFO) other than (i) to “professional investors” as defined in the SFO and any rules made thereunderunder the SFO; or (ii) in other circumstances which do not result in the document being a “prospectus”, as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (“CWUMPO”) or which do not constitute an offer to the public within the meaning of the CWUMPO.

Hong Kong. Each UnderwriterDealer has represented and agreed, on behalf of itself and each of its affiliates that participates in further Dealer appointed under the initial distribution of the Securities, represents Program will be required to represent and agrees that agree that: (ia) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Securities Covered Bonds other than than: (Ai) to “"professional investors” within the meaning of " as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO, that Ordinance; or (Bii) in other circumstances which do not result in the document being a “"prospectus” within the meaning of " as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of such ordinancethat Ordinance; and and (iib) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, Covered Bonds which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities Covered Bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to “"professional investors” within " as defined in the meaning Securities and Futures Ordinance (Cap. 571) of the SFO Hong Kong and any rules made thereunderunder that Ordinance.

Hong Kong. Each Underwriter, on behalf of itself underwriter has represented and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of this prospectus or any document, any Designated Securities other than (A) to except for Designated Securities which are a “professional investorsstructured product” within the meaning of as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong Kong) other than (a) to “professional investors” as defined in the “SFO”) Securities and Futures Ordinance and any rules made under the SFO, that Ordinance; or (Bb) in other circumstances which do not result in the document being a “prospectusProspectus” within the meaning of as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of such ordinance; that Ordinance, and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Designated Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within as defined in the meaning of the SFO Securities and Futures Ordinance and any rules made thereunderunder that Ordinance.