Common use of United States of America Clause in Contracts

United States of America. The Notes have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Each Dealer represents and agrees that it has offered and sold, and will offer and sell, any Notes only outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S. Accordingly, each Dealer represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings given to them by Regulation S under the Securities Act." Terms used in the paragraphs above have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:

United States of America. The Each Dealer understands that the Notes and the Guarantee have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees that it has not offered and or sold, and will not offer and or sell, any Notes only outside and the Guarantee constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. Accordingly, each Terms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf it has engaged or will engage in any directed selling efforts with respect to offered and sold the NotesNotes and the Guarantee, and that it will offer and they have complied sell the Notes and will comply with the Guarantee (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering restrictions requirement and the closing date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of NotesNotes and the Guarantee, it will have sent to each distributor, dealer or person receiving a selling commissionconcession, fee or other remuneration that purchases Notes and the Guarantee from it during the distribution compliance period a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States U.S. Securities Act of 1933, as amended (the "“Securities Act") ”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S under S.” Each Dealer also represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Securities Act." Notes and the Guarantee, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in the paragraphs above have the meanings meaning given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.

United States of America. [The Notes have not been and will not be registered under the Securities Act (as defined below) and may not be offered or sold within the United States. Each Dealer has represented and agreed that it has offered and sold, and will offer and sell, Notes only outside the United States in accordance with Rule 903 of Regulation S. Accordingly, each Dealer has represented and agreed that neither it, nor any of its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes. Terms used in this paragraph have the meanings given to them by Regulation S.] OR [The Notes [and the Guarantee] have not been and will not be registered under the Securities Act and the Notes and the Guarantee, if applicable, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities ActUS persons. Each Dealer represents has represented and agrees agreed that it has offered and sold, and will offer and sell, any Notes and the Guarantee only outside the United States to non-U.S. US persons in accordance with Rule 903 of Regulation S. Accordingly, each Dealer represents has represented and agrees agreed that neither it, nor its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the NotesNotes and the Guarantee, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer has also agrees agreed that, at or prior to confirmation of sale of NotesNotes and the Guarantee, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect: "“The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "“Securities Act"”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. US persons. Terms used above have the meanings given to them by Regulation S under the Securities Act." ” Terms used in the paragraphs above this paragraph have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)S]." Each Dealer represents and agrees that:

United States of America. The Each Dealer understands that the Notes have not been and will not be registered under the Securities Act (as defined below) and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. accordance with Regulation S. Each Dealer represents and agrees that it has not offered and or sold, and will not offer and or sell, any Notes only outside constituting part of its allotment within the United States to non-U.S. persons except in accordance with Rule 903 of Regulation S. AccordinglyTerms used above have the meaning given to them by Regulation S. Each Dealer also represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Each Dealer also represents and agrees that neither it, nor its affiliates nor any person persons acting on its or their behalf has have engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Terms used above have the meanings meaning given to them by Regulation S under the Securities Act." Terms used in the paragraphs above have the meanings given to them by Regulation S. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Notes will have a face amount of no less than U.S.$500,000 (or the Euro Equivalent as defined in the Dealer Agreement) and will bear the following legend: "By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations described thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder)." Each Dealer represents and agrees that:S.