Common use of Italy Clause in Contracts

Italy. Each Underwriter will represent and agree that: The offering of the Dollar Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian Securities legislation and, accordingly, not Dollar Notes may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Dollar Notes be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February 1998 (the "FINANCIAL SERVICES ACT") and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase the Dollar Notes. In addition, each Underwriter will represent and agree that any offer, sale or delivery of the Dollar Notes or distribution of copies of the Prospectus or any other document relating to the Dollar Notes in the Republic of Italy under (i) or (ii) above must be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st September, 1993 (the "BANKING ACT"); and (B) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstances.

Italy. Each Underwriter will represent of the Underwriters represents and agree that: The agrees that the offering of the Dollar US Notes has not been cleared by CONSOB (the "Italian Securities Exchange Commission") pursuant to Italian Securities securities legislation and, accordingly, not Dollar each of the Underwriters represents and agrees that no US Notes may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Dollar US Notes be distributed in the Republic of Italy, except: (i) to professional investors ("operatori qualificati"), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 11522 of 1st 1 July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February 24 February, 1998 (the "FINANCIAL SERVICES ACTFinancial Services Act") and Article 33, first paragraph paragraph, of CONSOB Regulation No. 11971 of 14th 14 May, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase . Each of the Dollar Notes. In addition, each Underwriter will represent Underwriters represents and agree agrees that any offer, sale or delivery of the Dollar US Notes or distribution of copies of the Prospectus or any other document relating to the Dollar US Notes in the Republic of Italy under (i) or (ii) above must be: (Aa) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st 1 September, 1993 1993, as amended from time to time (the "BANKING ACTBanking Act"); and; (Bb) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstancescharacteristics; and (c) in accordance with any other applicable laws and regulations.

Italy. Each Underwriter will represent represents and agree that: The agrees that the offering of the Dollar Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian Securities securities legislation and, accordingly, not the Dollar Notes may have not been and will not be offered, sold or delivered, nor may and the copies of the Prospectus or of any other document relating to the Dollar Notes have not been and will not be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February February, 1998 (the "FINANCIAL SERVICES ACTFinancial Services Act") and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase the Dollar Notes. In addition, each Underwriter will represent represents and agree agrees that any offer, sale or delivery of the Dollar Notes or distribution of copies of the Prospectus or any other document relating to the Dollar Notes in the Republic of Italy under (i) or (ii) above must has been and will be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st September, 1993 (the "BANKING ACTBanking Act"); and▇▇▇ (B▇) in compliance with Article 129 of the Banking ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇king Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstancescharacteristics.

Italy. Each Underwriter will represent and agree that: The offering of the Dollar Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian Securities securities legislation and, accordingly, not Dollar no Notes may be offered, sold or delivered, nor may copies of the Prospectus this Offering Circular or of any other document relating to the Dollar Notes be distributed in the Republic of Italy, except: (i) to professional investors ("operatori qualificati"), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 11522 of 1st JulyJuly 1, 1998, as amended; or; (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February 24, 1998 (the "FINANCIAL SERVICES ACTFinancial Services Act") and Article 33, first paragraph paragraph, of CONSOB Regulation No. 11971 of 14th MayMay 14, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase the Dollar Notes. In addition, each Underwriter will represent and agree that any Any offer, sale or delivery of the Dollar Notes or distribution of copies of the Prospectus this Offering Circular or any other document relating to the Dollar Notes in the Republic of Italy under (i) or (ii) above must be: (Aa) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st SeptemberSeptember 1, 1993 (the "BANKING ACTBanking Act"), as amended; and (Bb) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, Italy pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstances.their

Italy. Each Underwriter will represent represents and agree that: The agrees that the offering of the Dollar Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian Securities securities legislation and, accordingly, not the Dollar Notes may have not been and will not be offered, sold or delivereddelivered by it, nor may and the copies of the Prospectus or of any other document relating to the Dollar Notes have not been and will not be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February February, 1998 (the "FINANCIAL SERVICES ACTFinancial Services Act") and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase the Dollar Notes. In addition, each Underwriter will represent represents and agree agrees that any offer, sale or delivery of the Dollar Notes or distribution of copies of the Prospectus or any other document relating to the Dollar Notes made by it in the Republic of Italy under (i) or (ii) above must has been and will be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st September, 1993 (the "BANKING ACTBanking Ac▇"); and; (B▇) in compliance with Article 129 of the Banking ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇g Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstancescharacteristics; and (C) in accordance with any other applicable laws and regulations.

Italy. Each Underwriter will represent and agree that: The offering of the Dollar Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian Securities securities legislation and, accordingly, not Dollar no Notes may be offered, sold or delivered, nor may copies of the Prospectus this Offering Circular or of any other document relating to the Dollar Notes be distributed in the Republic of Italy, except: (i) to professional investors ("operatori qualificati"), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 11522 of 1st JulyJuly 1, 1998, as amended; or; (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February 24, 1998 (the "FINANCIAL SERVICES ACTFinancial Services Act") and Article 33, first paragraph paragraph, of CONSOB Regulation No. 11971 of 14th MayMay 14, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase the Dollar Notes. In addition, each Underwriter will represent and agree that any Any offer, sale or delivery of the Dollar Notes or distribution of copies of the Prospectus this Offering Circular or any other document relating to the Dollar Notes in the Republic of Italy under (i) or (ii) above must be: (Aa) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st SeptemberSeptember 1, 1993 (the "BANKING ACTBanking Act"), as ▇▇▇▇▇▇▇; and▇▇▇ (Bb) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, Italy pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstances.their

Italy. Each Underwriter will represent represents and agree that: The agrees that the offering of the Dollar Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian Securities securities legislation and, accordingly, not the Dollar Notes may have not been and will not be offered, sold or delivereddelivered by it, nor may and the copies of the Prospectus or of any other document relating to the Dollar Notes have not been and will not be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February February, 1998 (the "FINANCIAL SERVICES ACTFinancial Services Act") and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase the Dollar Notes. In addition, each Underwriter will represent represents and agree agrees that any offer, sale or delivery of the Dollar Notes or distribution of copies of the Prospectus or any other document relating to the Dollar Notes made by it in the Republic of Italy under (i) or (ii) above must has been and will be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No▇▇. 385 of 1st September▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, 1993 ▇▇▇▇ (the ▇▇▇ "BANKING ACT▇▇▇▇▇▇▇ ▇▇▇"); and; (B) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstancescharacteristics; and (C) in accordance with any other applicable laws and regulations.

Italy. Each Underwriter will represent represents and agree that: The agrees that the offering of the Dollar Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian Securities securities legislation and, accordingly, not the Dollar Notes may have not been and will not be offered, sold or delivered, nor may and the copies of the Prospectus or of any other document relating to the Dollar Notes have not been and will not be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February February, 1998 (the "FINANCIAL SERVICES ACTFinancial Services Act") and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase the Dollar Notes. In addition, each Underwriter will represent represents and agree agrees that any offer, sale or delivery of the Dollar Notes or distribution of copies of the Prospectus or any other document relating to the Dollar Notes in the Republic of Italy under (i) or (ii) above must has been and will be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st September, 1993 (the "BANKING ACTBanking ▇▇▇"); and▇▇▇ (B▇) in compliance with Article 129 of the ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstancescharacteristics.

Italy. Each Underwriter will represent represents and agree that: The agrees that the offering of the Dollar Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian Securities securities legislation and, accordingly, not the Dollar Notes may have not been and will not be offered, sold or delivereddelivered by it, nor may and the copies of the Prospectus or of any other document relating to the Dollar Notes have not been and will not be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 115522 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February February, 1998 (the "FINANCIAL SERVICES ACTFinancial Services Act") and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May, 1999, as amended; or (iii) to an Italian resident who submits an unsolicited offer to purchase the Dollar Notes. In addition, each Underwriter will represent represents and agree agrees that any offer, sale or delivery of the Dollar Notes or distribution of copies of the Prospectus or any other document relating to the Dollar Notes made by it in the Republic of Italy under (i) or (ii) above must has been and will be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st September, 1993 (the "BANKING ACTBanking Ac▇"); and▇▇▇ (B▇) in compliance with Article 129 of the Banking ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇nking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their circumstancescharacteristics.