Common use of Resale Pursuant to Rule 144A Clause in Contracts

Resale Pursuant to Rule 144A. The Purchaser understands that the Preference Securities have not been and will not be registered under the 1933 Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the 1933 Act. The Purchaser represents and agrees, that, except as permitted by Section 6(a) above, it has offered and sold Preference Securities and will offer and sell Preference Securities as part of their distribution at any time only in accordance with Rule 144A under the 1933 Act or another applicable exemption from the registration provisions of the 1933 Act. The Purchaser agrees that, at or prior to confirmation of a sale of Preference Securities (other than a sale of Preference Securities pursuant to Rule 144A) it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Preference Securities from it or through it during the restricted period 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 (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 as part of their distribution at any time except in accordance with Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act."

Resale Pursuant to Rule 144A. The Each Initial Purchaser understands that the Preference Securities have not been and will not be registered under the 1933 Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the 1933 Act. The Each Initial Purchaser severally represents and agrees, that, except as permitted by Section 6(a) above, it has offered and sold Preference Securities and will offer and sell Preference Securities as part of their distribution at any time only in accordance with Rule 144A under the 1933 Act or another applicable exemption from the registration provisions of the 1933 Act. The Each Initial Purchaser severally agrees that, at or prior to confirmation of a sale of Preference Securities (other than a sale of Preference Securities pursuant to Rule 144A) it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Preference Securities from it or through it during the restricted period a confirmation or notice to substantially the following effect: "The securities Securities covered hereby have not been registered under the United States Securities Act of 1933 (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 as part of their distribution at any time except in accordance with Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act."