Common use of Offering Circular Clause in Contracts

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers furnished in writing to the Company by the Initial Purchasers specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company by the Initial Purchasers specifically for use in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third paragraph on page 141 of the Offering Circular concerning offering the Notes for resale by the Initial Purchasers, (iii) in the fifth paragraph on page 141 of the Offering Circular concerning market-making by the Initial Purchasers, (iv) in the sixth paragraph on page 141 of the Offering Circular concerning stabilization by the Initial Purchasers and (v) in the fifth full paragraph on page 142 of the Offering Circular concerning the affiliation of the Initial Purchasers and their respective affiliates with the Company and its affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto (if any) as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers furnished in writing to the Company Issuers by the Initial Purchasers specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third paragraph on page 141 145 of the Offering Circular concerning offering the Notes for resale by the Initial Purchasers, (iii) in the fifth sixth paragraph on page 141 145 of the Offering Circular concerning market-making by the Initial Purchasers, (iv) in the sixth last paragraph on page 141 145 of the Offering Circular concerning stabilization by the Initial Purchasers and (v) in the fifth full first paragraph on page 142 146 of the Offering Circular concerning the affiliation of the Initial Purchasers and their respective affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto (if any) as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers Purchaser furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third paragraph on page 141 176 of the Offering Circular concerning offering the Notes for resale by the Initial PurchasersPurchaser, (iii) in the fifth sixth paragraph on page 141 page176 of the Offering Circular concerning market-making by the Initial PurchasersPurchaser, (iv) in the sixth first paragraph on page 141 177 of the Offering Circular concerning stabilization by the Initial Purchasers Purchaser and (v) in the fifth full second paragraph on page 142 177 of the Offering Circular concerning the affiliation of the Initial Purchasers Purchaser and their respective its affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not did not, and as of the Closing Date will not, and each supplement or amendment thereto therto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers Purchaser furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, Senior Notes and Discount Notes (ii) in the third paragraph on page 141 185 of the Offering Circular concerning offering the Notes, Senior Notes and Discount Notes for resale by the Initial PurchasersPurchaser, (iii) in the fifth paragraph on page 141 185 of the Offering Circular concerning market-making by the Initial PurchasersPurchaser, (iv) in the sixth paragraph on page 141 185 of the Offering Circular concerning stabilization by the Initial Purchasers Purchaser and (v) in the fifth first full paragraph on page 142 186 of the Offering Circular concerning the affiliation of the Initial Purchasers Purchaser and their respective affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “"Furnished Information”"). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, required by Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects Transactions, conforms to the description thereof in the Offering Circular.

Offering Circular. (i) The Preliminary Offering Circular as of its at the date did notthereof contained, and the Final Offering Circular contains such information and both Offering Circulars make reference to publicly available information, which together constitutes all information with respect to the Issuer and its subsidiaries taken as a whole (the “Consolidated Group”), the Shares and the Bonds, and such information with respect to the Company which is material in the context of the issue and offering of the Bonds (including the information which is required by applicable laws of the Cayman Islands and Hong Kong and according to the particular nature of the Issuer, the Shares and the Bonds, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and of the rights attaching to the Shares and the Bonds); (ii) the statements contained in the Preliminary Offering Circular as at the date thereof, and in the Final Offering Circular, relating to the Issuer, and to the Consolidated Group, are in every material particular true and accurate and not misleading and there are no facts known to the Issuer, any other member of the Consolidated Group and/or the directors of them which are not disclosed in the Offering Circular the omission of which would make any statement therein misleading (in light of the circumstances under which they are made) or which in the circumstances of the Offering are material for disclosure therein; (iii) the opinions and intentions expressed in the Preliminary Offering Circular as at the date hereof, and in the Final Offering Circular, with regard to the Issuer and to the Consolidated Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; (iv) there will be no other facts in or referred to in the Preliminary Offering Circular as at the date hereof, and in the Final Offering Circular in relation to the Issuer, the Consolidated Group or the Bonds, and to the best of its date the Issuer’s knowledge, the Shares or the Company, the omission of which would make any statement or expression misleading in any material respect (in light of the circumstances under which they are made); (v) all reasonable enquiries will be made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements; and (vi) the Offering Circular does not and as of the Closing Date will not, and each supplement or amendment thereto as of its date will not, contain any include an untrue statement of a material fact or omit to state any a material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers furnished in writing to the Company by the Initial Purchasers specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company by the Initial Purchasers specifically for use in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third paragraph on page 141 of the Offering Circular concerning offering the Notes for resale by the Initial Purchasers, (iii) in the fifth paragraph on page 141 of the Offering Circular concerning market-making by the Initial Purchasers, (iv) in the sixth paragraph on page 141 of the Offering Circular concerning stabilization by the Initial Purchasers and (v) in the fifth full paragraph on page 142 of the Offering Circular concerning the affiliation of the Initial Purchasers and their respective affiliates with the Company and its affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.;

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not and as of the Closing Date will not, and each supplement or amendment thereto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers Purchaser furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, (ii) in the third [THIRD] paragraph on page 141 [100] and the [FIRST] paragraph on page [101] of the Offering Circular concerning offering the Notes for resale by the Initial PurchasersPurchaser, (iii) in the fifth [THIRD] paragraph on page 141 [101] of the Offering Circular concerning market-making by the Initial PurchasersPurchaser, (iv) in the sixth [FIFTH] paragraph on page 141 [101] of the Offering Circular concerning stabilization by the Initial Purchasers Purchaser and (v) in the fifth full [SIXTH] paragraph on page 142 [101] of the Offering Circular concerning the affiliation of the Initial Purchasers Purchaser and their respective its affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”"FURNISHED INFORMATION"). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.144A(d)

Offering Circular. The (i) (a) the Preliminary Offering Circular Circular, as of its date of issue, did not, (b) the Disclosure Package, as of the Time of Sale, did not, and as of the Closing Date, will not, and (c) the Offering Circular, as of its date does not and as of the Closing Date will notDate, and each supplement or amendment thereto as of its date will not, contain any untrue statement of a material fact or omit to state any a material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation , except that the representations and warranty made warranties set forth in this Section 6(a) shall paragraph do not apply to any statements or omissions in the Preliminary Offering Circular, the Disclosure Package or the Offering Circular made in reliance on upon and in conformity with information furnished to the Issuer in writing by or on behalf of the Managers expressly for use therein as set out in Clause 5.3.1(ii); (ii) (a) each of the Preliminary Offering Circular as of its date of issue, the Disclosure Package as of the Time of Sale contained and the Offering Circular when issued will contain all information with respect to the Issuer, the Group and the Bonds which is material in the context of the issue and offering of the Bonds (including the information which, is required by applicable laws of Cayman Islands and according to the particular nature of the Issuer and the Bonds, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and of the rights attaching to the Bonds), (b) the statements relating to the Initial Purchasers furnished in writing Issuer and to the Company by the Initial Purchasers specifically for inclusion Group contained in the Preliminary Offering Circular or as of its date of issue and the Disclosure Package as of the Time of Sale were and the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement Circular when issued will be, true and accurate in all material respects and not misleading, (including this Section 6(ac) the opinions and Section 8) the only information furnished in writing intentions with regard to the Company by Issuer and to the Initial Purchasers specifically for use Group expressed in the Preliminary Offering Circular or as of its date of issue and the Disclosure Package as of the Time of Sale were, and the Offering Circular is will be honestly held, have been reached after considering all relevant circumstances and were based on reasonable assumptions, (d) there were no other facts in relation to the information set forth (i) on Issuer, the cover page Group or the Bonds the omission of which would, in the context of the Offering Circular with respect to the price issue and offering of the Notes, (ii) Bonds make any statement in the third paragraph on page 141 of the Offering Circular concerning offering the Notes for resale by the Initial Purchasers, (iii) in the fifth paragraph on page 141 of the Offering Circular concerning market-making by the Initial Purchasers, (iv) in the sixth paragraph on page 141 of the Offering Circular concerning stabilization by the Initial Purchasers and (v) in the fifth full paragraph on page 142 of the Offering Circular concerning the affiliation of the Initial Purchasers and their respective affiliates with the Company and its affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular as of its date of issue, the Disclosure Package as of the Time of Sale and the Offering Circular, as Circular (when issued) misleading in any material respect and (e) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of their respective dates contained, all such information and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circular.statements;

Offering Circular. The Preliminary Bank has prepared an offering circular, dated March 31, 2004 (as such document may hereafter be amended or supplemented (including by any pricing supplement) by the Bank), including the material incorporated therein by reference, the "Offering Circular"), to be used by the Distribution Agents in connection with the Distribution Agents' solicitation of purchasers of, or offering of, the Bank Notes. The Bank has been authorized by SunTrust Banks to incorporate by reference in the Offering Circular SunTrust Banks' annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and each other document filed by SunTrust Banks pursuant to Section 13(a), 13(c), 14 or 15(d) (and any and all amendments thereto) (except that information in such documents deemed not to have been filed in accordance with the rules of the Securities and Exchange Commission shall not be incorporated by reference) of the Securities Exchange Act of 1934, as of its date did notamended (the "1934 Act"), and the rules and regulations thereunder. The Offering Circular, as of its the date hereof, does not and and, as of the Closing Date will notapplicable Representation Date, and each supplement or amendment thereto as of its date will not, contain any an untrue statement of a material fact or omit to state any a material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The foregoing representation ; provided, however, that the representations and warranty made warranties in this Section 6(a) subsection shall not apply to any statements in or omissions from the Offering Circular made in reliance on upon, and in conformity with with, information relating furnished to the Initial Purchasers furnished Bank in writing to the Company by the Initial Purchasers specifically Distribution Agents expressly for inclusion in the Preliminary Offering Circular or the Offering Circularuse therein. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished Bank has incorporated by reference in writing to the Company by the Initial Purchasers specifically for use in the Preliminary Offering Circular or the Offering Circular is the information set forth publicly available portions of each of its Consolidated Reports of Condition and Income (i) on each, a "Call Report"), and any amendments or supplements thereto, for the cover page quarterly periods in the years ended December 31, 2003, 2002 and 2001. The publicly available portions of any Call Reports filed by the Bank subsequent to the date of the Offering Circular with respect and prior to the price termination of the Notes, (ii) in the third paragraph on page 141 offering of the Offering Circular concerning offering the Bank Notes for resale will be incorporated therein by the Initial Purchasers, (iii) in the fifth paragraph on page 141 of the Offering Circular concerning market-making reference. The documents incorporated by the Initial Purchasers, (iv) in the sixth paragraph on page 141 of the Offering Circular concerning stabilization by the Initial Purchasers and (v) in the fifth full paragraph on page 142 of the Offering Circular concerning the affiliation of the Initial Purchasers and their respective affiliates with the Company and its affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “Furnished Information”). Each of the Preliminary Offering Circular and reference into the Offering Circular, at the time they were or hereafter are filed with the applicable federal regulatory authorities, complied or when so filed will comply in all material respects with the 1934 Act or the rules and regulations otherwise applicable thereto, as of their respective dates containedthe case may be, and and, when read together with the other information in the Offering Circular, as did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Closing Date and as amended circumstances under which they were or supplementedare made, will contain, all of the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects to the description thereof in the Offering Circularnot misleading.

Offering Circular. The Preliminary Offering Circular as of its date did not, and the Offering Circular, as of its date does not did not, and as of the Closing Date will not, and each supplement or amendment thereto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact (except, in the case of the Preliminary Offering Circular, for pricing terms and other financial terms intentionally left blank) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representation and warranty made in this Section 6(a) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Initial Purchasers Purchaser furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular. The parties hereto acknowledge that for purposes of this Agreement (including this Section 6(a) and Section 8) the only information furnished in writing to the Company Issuers by the Initial Purchasers Purchaser specifically for use inclusion in the Preliminary Offering Circular or the Offering Circular is the information set forth (i) on the cover page of the Offering Circular with respect to the price of the Notes, Senior Notes and Discount Notes (ii) in the third paragraph on page 141 185 of the Offering Circular concerning offering the Notes, Senior Notes and Discount Notes for resale by the Initial PurchasersPurchaser, (iii) in the fifth paragraph on page 141 185 of the Offering Circular concerning market-making by the Initial PurchasersPurchaser, (iv) in the sixth paragraph on page 141 185 of the Offering Circular concerning stabilization by the Initial Purchasers Purchaser and (v) in the fifth first full paragraph on page 142 186 of the Offering Circular concerning the affiliation of the Initial Purchasers Purchaser and their respective affiliates with the Company Issuers and its their affiliates (such information described in the immediately preceding clauses (i) through (v) of this Section 6(a), the “"Furnished Information”"). Each of the Preliminary Offering Circular and the Offering Circular, as of their respective dates contained, and the Offering Circular, as of the Closing Date and as amended or supplemented, will contain, all of the information specified in, and meet the requirements of, required by Rule 144A(d)(4) under the Act. Each of the Transaction Documents, as executed and delivered, and each of the Transactions will conform in all material respects Transactions, conforms to the description thereof in the Offering Circular.