Obligation European Stability Mechanism (ESM) 0.5% ( EU000A1Z99H6 ) en EUR

European Stability Mechanism (ESM)

100 % ▲

Luxembourg

EU000A1Z99H6 ( en EUR )

0.5% par an ( paiement annuel )

05/03/2029

Prospectus brochure de l'obligation European Stability Mechanism (ESM) EU000A1Z99H6 en EUR 0.5%, échéance 05/03/2029

1 EUR

3 000 000 000 EUR

05/03/2025 ( Dans 291 jours )

L'Obligation émise par European Stability Mechanism (ESM) ( Luxembourg ) , en EUR, avec le code ISIN EU000A1Z99H6, paye un coupon de 0.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/03/2029

INFORMATION MEMORANDUM dated 28 September 2018
The European Stability Mechanism

Debt Issuance Programme
This document (the "Information Memorandum") describes the debt issuance programme established on
3 December 2012 (the "Programme") by the European Stability Mechanism (the "ESM"), an international
financial institution established by the Treaty Establishing the European Stability Mechanism between the
Kingdom of Belgium, the Federal Republic of Germany, the Republic of Estonia, Ireland, the Hellenic Republic,
the Kingdom of Spain, the French Republic, the Italian Republic, the Republic of Cyprus, the Republic of Latvia,
the Republic of Lithuania, the Grand Duchy of Luxembourg, Malta, the Kingdom of the Netherlands, the Republic
of Austria, the Portuguese Republic, the Republic of Slovenia, the Slovak Republic and the Republic of Finland
signed in Brussels on 2 February 2012, as amended (the "ESM Treaty"), whose seat and principal office is at 6a
Circuit de la Foire Internationale, L-1347 Luxembourg (the "Issuer"). Under the Programme, the Issuer may
from time to time issue notes (the "Notes") on the terms and conditions set out in this Information Memorandum
as modified or supplemented by the final terms (the "Final Terms") published at the time of issue.
Application may be made to the Luxembourg Stock Exchange for Notes issued under the Programme to be
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the regulated market of the
Luxembourg Stock Exchange. The Programme also permits Notes to be issued on an unlisted basis or to be
admitted to listing, trading and/or quotation by such other further listing authorities, stock exchanges, regulated
markets and/or trading facilities or quotation systems as may be agreed between the Issuer and the relevant
Dealers, in each case as specified in the relevant Final Terms. Notes will be issued in bearer form or registered
form (unless otherwise specified in the relevant Final Terms).

TABLE OF CONTENTS

Page

SUMMARY ........................................................................................................................................................... 3
RISK FACTORS .................................................................................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 12
SELECTED FINANCIAL INFORMATION OF THE ISSUER .......................................................................... 13
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 16
DESCRIPTION OF THE ISSUER ....................................................................................................................... 34
FORM OF FINAL TERMS .................................................................................................................................. 48
FORMS OF THE NOTES .................................................................................................................................... 58
BOOK-ENTRY CLEARING AND SETTLEMENT ........................................................................................... 64
TAXATION ......................................................................................................................................................... 67
UNITED STATES EMPLOYEE BENEFIT PLAN CONSIDERATIONS ......................................................... 74
SUBSCRIPTION AND SALE ............................................................................................................................. 77
AUCTION PROCESS .......................................................................................................................................... 80
TRANSFER RESTRICTIONS ............................................................................................................................. 81
USE OF PROCEEDS ........................................................................................................................................... 86
INDEPENDENT AUDITORS ............................................................................................................................. 87
GENERAL INFORMATION ............................................................................................................................... 88
LEGAL MATTERS ............................................................................................................................................. 88

IMPORTANT NOTICES
This Information Memorandum, together with any Final Terms, contains all the information that the Issuer has
authorised to be published concerning the Programme. This Information Memorandum was last revised on the
date appearing on the cover and speaks as of that date only. Any information concerning the Programme not
contained herein must not be relied upon as having been authorised by the Issuer.
Neither this Information Memorandum nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Notes and should not be considered as a recommendation by the Issuer that any recipient of this
Information Memorandum or any Final Terms should subscribe for or purchase any Notes.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States,
and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) and Notes that are
in bearer form for U.S. federal income tax purposes are not being offered to U.S. Holders. The Notes may be
offered and sold (i) within the United States to qualified institutional buyers, as defined in Rule 144A under the
Securities Act ("Rule 144A") in reliance on the exemption from registration provided by Rule 144A and (ii) in
offshore transactions in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the
Rule 144A Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided
by Rule 144A. For a description of these and certain further restrictions, see "Subscription and Sale" and "Transfer
Restrictions".
Neither the Programme nor the Notes have been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor has
any of the foregoing authorities passed upon or endorsed the merits of any offering of notes or the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offence in the United States.
In this Information Memorandum, unless otherwise specified, references to an "ESM Member" are references to
a contracting party to the ESM Treaty, references to "", "EUR" or "euro" are to the currency introduced at the
start of the third stage of European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, and references to "U.S.$"
"USD", "U.S. dollars" are to United States dollars.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, stabilisation action may not occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager(s) (or persons
acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes issued other than by the auction process will include a legend entitled
"MiFID II Product Governance" which will outline the target market assessment in respect of the Notes, taking
into account the five (5) categories referred to in item 18 of the Guidelines published by the European Securities
and Markets Authority ("ESMA") on 5 February 2018 and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration such determination; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.

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The Issuer is exempt from MiFID II and does not constitute a manufacturer or a distributor under the product
governance rules set out in EU Delegated Directive 2017/593. The Issuer is therefore not subject to the
responsibilities conferred on manufacturers or distributors therein.
BENCHMARKS REGULATION
Amounts payable under the Floating Rate Notes may be calculated by reference to EURIBOR or LIBOR, as
specified in the relevant Final Terms, which are respectively provided by the European Money Markets Institute
("EMMI") and the ICE Benchmark Administration Limited ("ICE"). As at the date of this Prospectus, the EMMI
does not appear and the ICE does appear on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) (the
"Benchmarks Regulation"). As far as the Issuer is aware, the transitional provisions in Article 51 of the
Benchmarks Regulation apply, such that EMMI is not currently required to obtain authorisation or registration
(or, if located outside the European Union, recognition, endorsement or equivalence). The relevant Final Terms
in respect of an issue of Floating Rate Notes will, where applicable specify the relevant benchmark, the relevant
administrator and whether such administrator appears on the ESMA register referred to above.
ROUNDING
Certain figures (including data expressed in thousands or millions) and percentages contained in this Information
Memorandum, including financial information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum of numbers may not conform exactly to the total figure given or implied as the result of
that sum, or the sum of certain numbers presented as a percentage may not conform to the total percentage given.
WEBSITES AND HYPERLINKS
References to any website or the content of any hyperlink contained in this Information Memorandum do not form
a part of this Information Memorandum, except as specifically incorporated herein.
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SUMMARY
This summary must be read as an introduction to this Information Memorandum and is qualified in its
entirety by the remainder of this Information Memorandum.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Information Memorandum have the same meanings in this summary.
Issuer:
European Stability Mechanism
Issuing and Paying Agent:
(i) In relation to any Series of Notes to be issued into Clearstream
Frankfurt, Deutsche Bundesbank, (ii) in relation to any Series of
Notes to be issued into Euroclear, Clearstream Luxembourg and/or
DTC, the Bank of New York Mellon, London Branch, or (iii) any
other issuing and paying agent as indicated in the relevant Final
Terms.
Registrar:
In relation to any Series of Registered Notes, the Bank of New York
Mellon SA/NV, Luxembourg Branch or any other registrar as
indicated in the relevant Final Terms.
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A., or in respect of a particular Series,
the Luxembourg listing agent as indicated in the relevant Final
Terms.
Calculation Agent:
In respect of a particular Series, the calculation agent as indicated in
the relevant Final Terms.
Method of Distribution:
Notes may be sold (i) by means of auction, (ii) to or through one or
more Dealers, including by syndicated issuance or (iii) by private
placement.
Final Terms:
Notes issued under the Programme will be issued pursuant to this
Information Memorandum and associated Final Terms. The terms
and conditions applicable to any particular Tranche of Notes will be
the Terms and Conditions of the Notes as supplemented, amended
and/or replaced to the extent described in the relevant Final Terms.
Listing and Trading:
Applications have been made for Notes issued under the Programme
to be admitted to listing on the Official List of the Luxembourg Stock
Exchange and to trading on the Regulated Market of the Luxembourg
Stock Exchange. The Programme also permits Notes to be issued on
the basis that they will not be admitted to listing, trading and/or
quotation by any competent authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or quotation
by such other or further competent authorities, stock exchanges
and/or trading facility or quotation systems as may be agreed with
the Issuer and the relevant Dealers, as specified in the relevant Final
Terms.
Clearing Systems:
In relation to any Series of Notes, Euroclear Bank S.A./N.V.,
Brussels ("Euroclear"), Clearstream Banking, société anonyme,
Luxembourg ("Clearstream, Luxembourg"), Clearstream Banking
AG Frankfurt ("Clearstream, Frankfurt"), The Depository Trust
Company ("DTC") and/or any other clearing system as may be
specified in the relevant Final Terms (each, a "Clearing System").
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue price,
the issue date and the amount of the first payment of interest may be
different in respect of different Tranches. The Notes of each Tranche
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will all be subject to identical terms in all respects save that a Tranche
may comprise Notes of different denomination amounts.
Forms of Notes:
Notes will be issued in bearer form or in registered form (unless
otherwise specified in the relevant Final Terms).
Currencies:
Notes may be denominated in euro or in any other currency or
currencies, provided that, for any Series of Notes which is
denominated in a currency other than euro, such issuance is approved
by the board of directors of the Issuer (the "Board of Directors"),
which approval has been obtained as of the date of this Information
Memorandum.
Status of the Notes:
Notes will be issued on an unsecured, unsubordinated basis and will
constitute direct and unconditional obligations of the Issuer and will
at all times rank pari passu among themselves.
Issue Price:
Notes may be issued at any price and either on a fully or partly paid
basis, as specified in the relevant Final Terms.
Maturities:
The maximum authorised maturity for Notes will be set at the lowest
of (i) forty-five years and (ii) the maximum maturity of any financial
assistance by the Issuer, from the date of issue of the relevant Notes.
Redemption:
Notes may be redeemable in a single payment at maturity or by
instalments, in each case, at par or at such other amount (detailed in
a formula, index or otherwise) as may be specified in the relevant
Final Terms.
Optional Redemption:
Notes may be redeemed by the Issuer before their stated maturity to
the extent (if at all) specified in the relevant Final Terms.
Tax Redemption:
Not applicable.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a fixed rate or a floating rate or other variable rate
or be index-linked.
Denominations:
Notes cleared through Clearstream, Frankfurt will be issued in
denominations of one euro cent (0.01) or such denominations as
may be specified in the relevant Final Terms. Notes cleared through
Euroclear and Clearstream, Luxembourg and sold pursuant to
Regulation S only will be issued in minimum denominations of
1,000. In the case of any Notes any tranche of which is to be sold in
the United States to qualified institutional buyers as defined in Rule
144A, the minimum specified denomination shall be U.S.$200,000
and integral multiples of U.S.$2,000 in excess thereof (or the
equivalent amount in any other currency).
Negative Pledge:
None.
Events of Default:
None.
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes, unless the withholding is required by any
applicable law, in which case the Issuer will be under no obligation
to gross-up any payment under the Notes.
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Governing Law:
The Notes and all non-contractual obligations arising out of or in
connection with the Notes shall, as specified in the relevant Final
Terms, be governed by Luxembourg law, English law or such other
law designated in the relevant Final Terms.
Selling Restrictions:
Restrictions may apply to the offer, sale or delivery of Notes and on
the distribution of offering material in various jurisdictions. See
"Subscription and Sale" below.
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RISK FACTORS
The purchase of Notes may involve substantial risks and is suitable only for sophisticated investors who
have the knowledge and experience in financial matters necessary to enable them to evaluate the risks and
merits of an investment in the Notes and have sufficient financial resources to bear the risks of an investment
in the Notes. Before making an investment decision, prospective purchasers of Notes should consider
carefully, in the light of their own financial circumstances and investment objectives, all of the information
in this Information Memorandum. If any, or a combination of, these risks occurs, the Issuer's activities,
reputation, financial condition and/or results of operations could be adversely affected. If this occurs, the
market value of the Notes may decline and investors could lose all or part of their investment.
The risks and uncertainties described below are not the only risks and uncertainties related to the Issuer
and the Notes. Additional risks and uncertainties not presently known, or currently believed to be
immaterial, could also cause the Issuer to be unable to pay interest, principal or other amounts on or in
connection with any Note. Prospective investors should also read the detailed information set out elsewhere
in this Information Memorandum and reach their own views prior to making any investment decision.
Further, any prospective investor should take its own legal, financial, accounting, regulatory, tax and other
relevant advice as to the structure and viability of its investment.
Risk Factors relating to the Issuer
Investors in Notes are exposed to the creditworthiness of the ESM.
The ESM is an international financial institution created by the ESM Members and its purpose is to mobilise
funding and provide stability support for the benefit of ESM Members experiencing, or threatened by,
severe financing problems, if indispensable to safeguard the financial stability of the euro area as a whole
and of the ESM Members. ESM is exposed to the risk of non-payment by ESM Members that have received
financial assistance.
As of 31 August 2018, the ESM has paid-in capital of 80.5 billion and subscribed (but not paid-in) capital
of 624.3 billion that the ESM Members have undertaken to pay in the circumstances set out in the ESM
Treaty. Investors in the Notes are exposed to the creditworthiness of ESM and have no recourse to any
ESM Members.
Differences in accounting methodology may be material to an understanding of the financial
information contained in this Information Memorandum.
The Issuer prepares financial statements in accordance with the general principles of the Directive
86/635/EEC of the Council of the European Communities of 8 December 1986 on the annual accounts and
consolidated accounts of banks and other financial institutions, as amended by Directive 2001/65/EC of 27
September 2001, by Directive 2003/51/EC of 18 June 2003 and by Directive 2006/46/EC of 14 June 2006,
as amended ("EU GAAP"). The preparation of financial statements in conformity with EU GAAP requires
the use of certain critical accounting estimates. Certain differences exist between EU GAAP and both the
International Financial Reporting Standards, as adopted by the European Union ("IFRS") and accounting
principles generally accepted in the United States ("U.S. GAAP"), and these differences may be material
to an understanding of the financial information contained in this Information Memorandum. This
Information Memorandum does not discuss any significant differences between EU GAAP and both IFRS
and U.S. GAAP, notably in relation to presentation, valuation and disclosure, as they apply to the Issuer.
The Issuer's financial statements in this Information Memorandum have not been reconciled to IFRS or
U.S. GAAP, and the Issuer does not intend to reconcile future financial statements to IFRS or U.S. GAAP.
Prospective investors should consult their own financial or accounting advisors for an understanding of the
differences between EU GAAP, IFRS and U.S. GAAP and how these differences might affect the financial
information contained herein. The Issuer's financial statements as of and for the years ended 31 December
2015, 2016 and 2017, including its accounting policies, are incorporated by reference in this information
memorandum and are also published on its website.
The importance of creditworthiness and liquidity in ESM investment and treasury operations may lead
to a negative return on the investment of ESM's paid-in capital, reserves, and/or liquidity buffer.
The paid-in capital, reserve fund, and the liquidity awaiting disbursement by the ESM pursuant to lending
programmes or to meet other financial obligations of the ESM (the "liquidity buffer") are invested in
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accordance with guidelines defined by the ESM Members through the Board of Directors. Those guidelines
prioritise the creditworthiness and liquidity of target assets over the return on investments. In a low or
negative yield environment, fulfilling the creditworthiness and liquidity objectives may require the ESM to
accept a negative return on the investment of any one or all of its paid-in capital, its reserve fund, or its
liquidity buffer. The ESM has actively diversified its investments and continues to look for additional
measures to mitigate the impact of the negative yield environment, in line with its guidelines and its
mandate. Nonetheless, a large part of the ESM assets are held in cash at euro area central banks with
negative interest rate remuneration. The persistence of this environment has significantly negatively
affected the ESM's results in 2017 and is expected to continue to significantly negatively affect the ESM's
results.
Risk Factors relating to the Notes
The Notes may not be a suitable investment for all investors.
Each potential investor should determine the suitability of investing in the Notes in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to meaningfully evaluate the relevant Notes, the merits
and risks of investing in the relevant Notes and the information contained in this Information
Memorandum;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the currency in which such potential
investor's financial activities are principally denominated;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. A potential investor should not invest in Notes that are
complex financial instruments unless it has the expertise (either alone or with the assistance of a financial
adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the
value of such Notes and the impact this investment will have on the potential investor's overall investment
portfolio.
The trading market for debt securities may be volatile and may be adversely impacted by many events.
The trading market for debt securities is influenced by financial market conditions and, to varying degrees,
interest rates, currency exchange rates and inflation rates in other European and other industrialised
countries.
The trading market for debt securities is also influenced by changes in political conditions and changes in
central bank policies, in Europe and elsewhere. For example, changes in asset-purchasing programmes or
other quantitative easing by central banks, including the ECB's policy of secondary market purchases of
securities issued by eligible international organisations and multilateral developments such as the ESM,
could affect the trading market for the Notes.
There is a risk that financial market conditions, political conditions and changes in central bank policy in
Europe or elsewhere may cause market volatility, lack of liquidity or decreases in the market value of the
Notes.
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The Notes contain no events of default.
The Notes do not include any events of default that would entitle a Noteholder to give notice that such Note
is immediately due and repayable.
An active trading market for the Notes may not develop and there may be limited liquidity for the Notes.
There can be no assurance that an active trading market for the Notes will develop, or, if one does develop,
that it will be maintained or that it will provide the holder of Notes with sufficient liquidity. If an active
trading market for the Notes does not develop or is not maintained, the market price and liquidity of the
Notes may be adversely affected.
The Issuer is entitled to buy the Notes in the secondary market, as described in Condition 8, and the Issuer
may issue further Notes of a Series, as described in Condition 16. Such transactions may favourably or
adversely affect the market value and liquidity of the Notes. Additional and competing products introduced
in the markets might adversely affect the value and liquidity of the Notes. Accordingly, the purchase of the
Notes is suitable only for investors who can bear the risks associated with a lack of liquidity in the Notes
and the financial and other risks associated with an investment in the Notes.
Any early redemption at the option of the Issuer, if provided for in any Final Terms for a particular issue
of Notes, could cause the yield received by Noteholders to be considerably less than anticipated.
The Final Terms for a particular Series of Notes may provide for early redemption at the option of the
Issuer. As a consequence, the yields received upon redemption may be lower than expected, and the
redeemed face amount of the Notes may be lower than the purchase price for the Notes paid by the
Noteholder. As a consequence, part of the capital invested by the Noteholder may be lost, so that the
Noteholder in such case would not receive the total amount of the capital invested. In addition, investors
that choose to reinvest monies they receive through an early redemption may be able to do so only in
securities with a lower yield than the redeemed Notes. A partial redemption of the Notes of a particular
Series may also adversely affect liquidity for the remaining outstanding Notes of such Series.
The Notes may be subject to exchange rate risks.
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks
relating to currency conversions if an investor's financial activities are denominated principally in a
currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include
the risk that exchange rates may significantly change (for example, due to devaluation of the Specified
Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the
Investor's Currency may impose or modify exchange controls which could adversely affect an applicable
exchange rate. The Issuer does not have any control over the factors that generally affect these risks, such
as economic, financial and political events and the supply and demand for applicable currencies. In recent
years, exchange rates between certain currencies have been volatile and could continue to be volatile in the
future. An appreciation in the value of the Investor's Currency relative to the Specified Currency would
decrease (i) the Investor's Currency-equivalent yield on the Notes, (ii) the Investor's Currency-equivalent
value of the principal payable on the Notes and (iii) the Investor's Currency-equivalent market value of the
Notes.
The Notes are subject to interest rate risks.
Investment in the Notes involves the risk that subsequent changes in market interest rates may adversely
affect the market value of the Notes.
The Issuer shall not pay any additional amounts in case of withholding.
In the event of any withholding or deduction for reason of taxes required by applicable law on any payments
made by the Issuer under the Notes, the Notes do not include any provision requiring the Issuer to pay any
additional amounts in respect of any such withholding or deduction nor any provision entitling or obliging
the Issuer to redeem any such Notes.
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