Common use of Conditions of the Obligations of each Underwriter Clause in Contracts

Conditions of the Obligations of each Underwriter.

Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase, and to pay for, the Underwritten Notes will be subject to the accuracy of the representations and warranties of the Transferor and the Bank set forth herein as of the date hereof and the Closing Date, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant hereto or in connection herewith, to the performance by the Transferor and the Bank of its obligations hereunder, and to the following additional conditions precedent: (a) The Preliminary Prospectus, the Prospectus, the Prospectus Supplement and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Transferor or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” laws. (b) On or prior to the Closing Date, the Underwriters shall have received letters, dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus and addressed to the Underwriters, from PricewaterhouseCoopers LLP, certified public accountants, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and regulations thereunder, substantially in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor or the Bank that, in the judgment of the Underwriters (after consultation with the Transferor), materially impairs the market for or investment quality of the Underwritten Notes or makes it impractical or inadvisable to market the Underwritten Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange; (iii) any suspension generally or material limitation of trading of any securities of the Bank, the Transferor or any Affiliate of the Bank or the Transferor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities; (v) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; or (vi) any outbreak or escalation of hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, or emergency would make it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) At the Closing Date, the Transferor and the Bank shall have furnished to the Representative certificates of an executive officer of the Transferor or the Bank, as applicable, as to the accuracy of the representations and warranties of the Transferor or the Bank, as applicable, herein at and as of the Closing Date, as to the performance by the Transferor or the Bank, as applicable, of all of its obligations hereunder to be performed at or prior to the Closing Date, as to receipt of a confirmation letter that satisfies the Note Rating Agency Condition with respect to Xxxxx’x, and as to such other matters as the Representative may reasonably request. (e) General Counsel for each of the Bank and the Transferor shall have furnished to the Underwriters one or more written opinions, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that: (i) The Bank has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (corporate and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under any Transaction Document to which it is a party, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Receivables Purchase Agreement; (ii) The Bank (a) is duly qualified to do business and is in good standing in the jurisdiction in which it is organized, and under applicable laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforceability of any Receivable or would adversely affect the ability of the Bank to perform its obligations under any Transaction Document to which it is a party and (b) without limiting the foregoing, has the corporate power and authority to carry on its business as described in the Prospectus and own and operate its property in connection therewith; (iii) The Transferor has been duly formed and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (limited liability company and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under any Transaction Document to which it is a party, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Transaction Documents; (iv) The Transferor (a) is duly qualified to do business and is in good standing in the jurisdiction in which it is organized, and under applicable laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforceability of any Receivable or would adversely affect the ability of the Transferor to perform its obligations under any Transaction Document to which it is a party and (b) without limiting the foregoing, has the limited liability company power and authority to carry on its business as described in the Prospectus and own and operate its property in connection therewith; (v) Each of this Agreement and the other Transaction Documents to which the Transferor is a party has been duly authorized, executed and delivered by the Transferor and the Trust Agreement constitutes the legal, valid and binding agreement of the Transferor, enforceable against it in accordance with its terms, subject, as to enforceability, to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (3) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (4) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vi) Each of this Agreement and the other Transaction Documents to which the Bank is a party has been duly authorized by the board of directors of the Bank or its loan committee, executed and delivered by the Bank and the LLC Agreement (as defined below) constitutes the legal, valid and binding agreement of the Bank, enforceable against it in accordance with its terms, subject, as to enforceability, to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against

Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase and to pay for the Notes will be subject to the accuracy of the representations and warranties of the Transferor set forth herein, to the accuracy of the statements of officers of the Transferor made pursuant hereto or in connection herewith, to the performance by the Transferor of the Transferor's obligations hereunder, and to the following additional conditions precedent: (a) The Prospectus and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or "blue sky" laws. (b) On or prior to the date of this Agreement and on or prior to the Closing Date, the Underwriters shall have received a letter or letters, dated as of the date of this Agreement and as of the Closing Date, respectively, of PricewaterhouseCoopers LLP, certified public accountants, substantially in the form of the drafts to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust or the Transferor that, in the judgment of the Underwriters, materially impairs the market for or investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market System, or any setting of minimum prices for trading on such exchange or market system; (iii) any suspension or limitation of trading of any securities of the Transferor or any Affiliate of the Transferor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities; or (v) any material adverse change in the financial markets of the United States, any outbreak or escalation of hostilities or armed conflict, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the judgment of the Underwriters, the effect of any such material adverse change, outbreak, escalation, declaration, calamity, or emergency would make it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes. (d) At the Closing Date, the Transferor shall have furnished to the Representative certificates of an executive officer of the Transferor as to the accuracy of the representations and warranties of the Transferor herein at and as of the Closing Date, as to the performance by the Transferor of all of its obligations hereunder to be performed at or prior to the Closing Date, and as to such other matters as the Representative may reasonably request. (e) General Counsel for the Transferor or Weil, Gotshal & Manges LLP shall have furnished to the Underwriters one or more writxxx xxinions, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that: (i) The Transferor has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (corporate and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under this Agreement, the Transaction Documents to which it is a party and the Notes, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Transaction Documents; (ii) The Transferor (a) is duly qualified to do business and is in good standing in the jurisdiction in which it is organized, and under applicable laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforceability of any Receivable or would adversely affect the ability of the Transferor to perform its obligations under this Agreement, the Transaction Documents to which it is a party or the Notes and (b) without limiting the foregoing, has the corporate power and authority to carry on its business as described in the Prospectus and own and operate its property in connection therewith; (iii) This Agreement has been duly authorized, executed and delivered by the Transferor; (iv) The Notes have been duly authorized, executed and delivered by the Transferor, and, when duly authenticated by the Trustee in accordance with the terms of the Sale and Servicing Agreement and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued and outstanding and entitled to the benefits provided by the Indenture; (v) Each Transaction Document to which the Transferor is a party has been duly authorized, executed and delivered by the Transferor and constitutes the legal, valid and binding agreement of the Transferor, enforceable against it in accordance with its terms, subject, as to enforceability, to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally, and (B) the application of principles of equity (regardless of whether considered and applied in a proceeding in equity or at law); (vi) The Trust is not now, and immediately following the sale of the Notes pursuant to this Agreement will not be, required to register under the 1940 Act; (vii) No consent, approval, authorization or order of any governmental agency or body is required for (A) the execution, delivery and performance by the Transferor of its obligations under this Agreement, any Transaction Document to which it is a party or the Notes, or (B) the issuance or sale of the Notes, except such as have been obtained under the Act and as may be required under state securities or "blue sky" laws in connection with the purchase and distribution of the Notes by the Underwriters and the filing of Uniform Commercial Code financing statements with respect to the Receivables; (viii) Neither the execution and delivery of this Agreement, the Transaction Documents or the Notes by the Transferor nor the performance by the Transferor of the transactions therein contemplated nor the fulfillment of the terms thereof does or will result in any material violation of any statute or regulation, or, to the best knowledge of such counsel, any order or decree of any court or governmental authority binding upon the Transferor or its property, or conflict with, or result in a material breach or violation of any term or provision of, or result in a material default under any of the terms and provisions, of its charter or by-laws or any indenture, loan agreement or other material agreement known to such counsel to which the Transferor is a party or by which the Transferor is bound; (ix) To the knowledge of such counsel after due investigation, there are no legal or governmental proceedings pending to which the Transferor is a party or to which any property of the Transferor is subject that, individually or in the aggregate, (i) would have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement, any Transaction Document or the Notes, (ii) assert the invalidity of this Agreement, any Transaction Document or the Notes, (iii) seek to prevent the issuance, sale or delivery of the Notes or the transactions contemplated by this Agreement or any Transaction Document or (iv) seek to affect adversely the federal income tax or ERISA attributes of the Notes described in the Prospectus; (x) The Registration Statement and the Prospectus (except for the financial statements, financial schedules and other financial and operating data including therein, as to which such counsel expresses no view) comply as to form with the Act and the Rules and Regulations; (xi) The Registration Statement is effective under the Act, and the Prospectus Supplement has been filed with the Commission pursuant to Rule 424(b) thereunder; (xii) Such counsel has not independently verified the accuracy, completeness or fairness of the information contained in the Registration Statement and Prospectus. However, based upon discussion with the Transferor, its accountants and others, no facts have come to the attention of such counsel that cause it to believe that the Registration Statement, as of the Effective Date (except for the financial statements, financial schedules and other financial and statistical data included therein as to which such counsel expresses no view), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (as amended on or prior to the Closing Date) as of its date and at the Closing Date (except for the financial statements, financial schedules, and other financial and statistical data included therein as to which such counsel expresses no view) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Weil, Gotshal & Manges LLP, special UCC counsel for the Transferor, shall have furnixxxx xo the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, with respect to certain matters relating to the transfer of the Receivables to the Trust, with respect to the perfection of the Trust's interest in the Receivables and with respect to other related matters. (g) Weil, Gotshal & Manges LLP, special tax counsel for the Transferor, shall have furnixxxx xo the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, to the effect that the Notes will be treated as indebtedness and the Trust will not be an association or publicly traded partnership taxable as a corporation for federal income tax purposes. (h) The Underwriters shall have received from Weil, Gotshal & Manges LLP, counsel to the Underwriters, a written opinion, dated thx Xxxxing Date, with respect to such matters as the Representative may require (and the Transferor shall furnish to such counsel all documents requested for the purpose of enabling it to pass upon such matters). (i) Richards, Layton & Finger, P.A., counsel to the Trustee, shall have xxxxxxxxx xx xxx Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that: (i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the State of New York. (ii) The Trustee has all requisite corporate power and authority to execute and deliver, and to perform its obligations under each Transaction Document to which it is a party and to carry out the transactions contemplated by such Transaction Documents. (iii) The execution and delivery by the Trustee of each Transaction Document to which the Trustee is a party and the performance by the Trustee of its obligations thereunder do not conflict with or result in a violation of the charter or by-laws of the Trustee. (iv) Each Transaction Document to which the Trustee is a party (A) has been duly authorized, executed and delivered by the Trustee and (B) assuming the due execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, subject as to enforceability to (x) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally and (y) the application of principles of equity (regardless of whether considered and applied in a proceeding at law or in equity). (v) The Notes have been duly authenticated by the Trustee pursuant to the Sale and Servicing Agreement. (j) [Reserved.] (k) [Reserved.] (l) The Underwriters shall have received evidence satisfactory to them that, on or before the Closing Date, UCC-1 financing statements have been filed in the appropriate filing offices of the States of New York, Delaware, California and New Hampshire and such other jurisdictions as counsel to the Transferor deems appropriate to reflect the interest of the Trust in the Receivables. (m) The Series 2005-1 Class A Notes shall have been rated "AAA" by Standard & Poor's Ratings Services or "AAA" by Moody's Investors Service, Inc., the Series 2005-1 Class B Notes shaxx xxxx been rated "A" by Standard & Poor's Ratings Services or rated "A1" by Moody's Investors Service, Inc. and the Series 2005-1 Class C Notes xxxxx xave been rated "BBB" by Standard & Poor's Ratings Services or rated "Baa2" by Moody's Investors Service, Inc. on the Closing Date, and letters to xxxx xxfect dated the Closing Date shall have been received from each Rating Agency. (n) The Underwriters shall have received all written opinions required by Standard & Poor's Ratings Services and Moody's Investors Service, Inc., addressed to the Underwriters and dxxxx xxe Closing Date. (o) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to the Underwriters, and the Underwriters shall have received such information, certificates and documents as any of them may reasonably request.

Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase, and to pay for, the Underwritten Notes will be subject to the accuracy of the representations and warranties of the Transferor and the Bank set forth herein as of the date hereof and the Closing Date, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant hereto or in connection herewith, to the performance by the Transferor and the Bank of its obligations hereunder, and to the following additional conditions precedent: (a) The Preliminary Prospectus, the Prospectus, the Prospectus Supplement and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Transferor or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” laws. (b) On or prior to the Closing Date, the Underwriters shall have received letters, dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus and addressed to the Underwriters, from PricewaterhouseCoopers LLP, certified public accountants, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and regulations thereunder, substantially in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor or the Bank that, in the judgment of the Underwriters (after consultation with the Transferor), materially impairs the market for or investment quality of the Underwritten Notes or makes it impractical or inadvisable to market the Underwritten Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange; (iii) any suspension generally or material limitation of trading of any securities of the Bank, the Transferor or any Affiliate of the Bank or the Transferor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities; (v) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; or

Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase, and to pay for, the Underwritten Notes will be subject to the accuracy of the representations and warranties of the Transferor and the Bank set forth herein as of the date hereof and the Closing Date, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant hereto or in connection herewith, to the performance by the Transferor and the Bank of its obligations hereunder, and to the following additional conditions precedent: (a) The Preliminary Prospectus, the Final Prospectus and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Transferor or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” laws. (b) On or prior to the Closing Date, the Underwriters shall have received letters, dated on or prior to the Closing Date and addressed to the Underwriters, from KPMG LLP, certified public accountants, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and regulations thereunder, substantially in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor or the Bank that, in the judgment of the Underwriters (after consultation with the Transferor), materially impairs the market for or investment quality of the Underwritten Notes or makes it impractical or inadvisable to market the Underwritten Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange; (iii) any suspension generally or material limitation of trading of any securities of the Bank, the Transferor or any Affiliate of the Bank or the Transferor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities; (v) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; or (vi) any outbreak or escalation of hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, or emergency would make it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes.

Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase, and to pay for, the Underwritten Notes will be subject to the accuracy of the representations and warranties of the Transferor and the Bank set forth herein as of the date hereof and the Closing Date, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant hereto or in connection herewith, to the performance by the Transferor and the Bank of its obligations hereunder, and to the following additional conditions precedent: (a) The Preliminary Prospectus, the Final Prospectus and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Transferor or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” laws. (b) On or prior to the Closing Date, the Underwriters shall have received letters, dated on or prior to the Closing Date and addressed to the Underwriters, from KPMG LLP, certified public accountants, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and regulations thereunder, substantially 16 Underwriting Agreement-Series 2021-1 in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor or the Bank that, in the judgment of the Underwriters (after consultation with the Transferor), materially impairs the market for or investment quality of the Underwritten Notes or makes it impractical or inadvisable to market the Underwritten Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange; (iii) any suspension generally or material limitation of trading of any securities of the Bank, the Transferor or any Affiliate of the Bank or the Transferor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities; (v) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; or (vi) any outbreak or escalation of hostilities in which the United States is involved, any declaration of war by Congress, or any occurrence, outbreak or escalation of any other substantial national or international calamity, crisis or emergency if, in the reasonable judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, or emergency would make it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) At the Closing Date, the Transferor and the Bank shall have furnished to the Representative certificates of an executive officer of the Transferor or the Bank, as applicable, as to the accuracy of the representations and warranties of the Transferor or the Bank, as applicable, herein at and as of the Closing Date, as to the performance by the Transferor or the Bank, as applicable, of all of its obligations hereunder to be performed at or prior to the Closing Date, as to receipt of a confirmation letter that satisfies the Note Rating Agency Condition with respect to Xxxxx’x, and as to such other matters as the Representative may reasonably request. (e) General Counsel for each of the Bank and the Transferor shall have furnished to the Underwriters one or more written opinions, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that: (i) The Bank has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (corporate and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under any Transaction Document to which it is a party, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Receivables Purchase Agreement; (ii) The Bank (a) is duly qualified to do business and is in good standing in the jurisdiction in which it is organized, and under applicable laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforceability of any Receivable or would adversely affect the ability of the Bank to perform its obligations under any Transaction Document to which it is a party and (b) without limiting the 17 Underwriting Agreement-Series 2021-1 foregoing, has the corporate power and authority to carry on its business as described in the Preliminary Prospectus, the Final Prospectus and own and operate its property in connection therewith; (iii) The Transferor has been duly formed and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (limited liability company and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under any Transaction Document to which it is a party, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Transaction Documents; (iv) The Transferor (a) is duly qualified to do business and is in good standing in the jurisdiction in which it is organized, and under applicable laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforceability of any Receivable or would adversely affect the ability of the Transferor to perform its obligations under any Transaction Document to which it is a party and (b) without limiting the foregoing, has the limited liability company power and authority to carry on its business as described in the Preliminary Prospectus and the Final Prospectus and own and operate its property in connection therewith; (v) Each of this Agreement and the other Transaction Documents to which the Transferor is a party has been duly authorized, executed and delivered by the Transferor and the Trust Agreement constitutes the legal, valid and binding agreement of the Transferor, enforceable against it in accordance with its terms, subject, as to enforceability, to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (3) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (4) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vi) Each of this Agreement and the other Transaction Documents to which the Bank is a party has been duly authorized by the board of directors of the Bank or its loan committee, executed and delivered by the Bank and the LLC Agreement (as defined below) constitutes the legal, valid and binding agreement of the Bank, enforceable against it in accordance with its terms, subject, as to enforceability, to (1) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors’ rights or other laws relating to or affecting the rights of creditors generally; (2) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (3) the unenforceability under certain circumstances of provisions imposing 18 Underwriting Agreement-Series 2021-1 penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (4) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vii) Neither the execution and delivery by the Transferor of the Transaction Documents to which the Transferor is a party nor the performance by the Transferor of the transactions therein contemplated nor the fulfillment of the terms thereof does or will result in any material violation of any statute or regulation, or any order or decree of any court or governmental authority binding upon the Transferor or its property, or conflict with, or result in a material breach or violation of any term or provision of, or result in a default under any of the terms and provisions of, its certificate of formation or LLC agreement, or materially conflict with, or result in a material breach or violation of any term or provision of, or result in a material default under any of the terms and provisions, of any indenture, loan agreement or other material agreement to which the Transferor is a party or by which the Transferor is bound; (viii) Neither the execution and delivery by the Bank of the Transaction Documents to which such Bank is a party nor the performance by such Bank of the transactions therein contemplated nor the fulfillment of the terms thereof does or will result in any material violation of any statute or regulation, or any order or decree of any court or governmental authority binding upon such Bank or its property, or conflict with, or result in a material breach or violation of any term or provision of, or result in a default under any of the terms and provisions of, its articles of organization, articles of association, or materially conflict with, or result in a material breach or violation of any term or provision of, or result in a material default under any of the terms and provisions, of any indenture, loan agreement or other material agreement to which such Bank is a party or by which such Bank is bound; (ix) After due investigation, there are no legal or governmental proceedings pending to which the Transferor is a party or to which any property of the Transferor is subject that, individually or in the aggregate, (i) would have a material adverse effect on the ability of the Transferor to perform its obligations under any Transaction Document to which the Transferor is a party, (ii) assert the invalidity of any Transaction Document or the Notes, (iii) seek to prevent the issuance, sale or delivery of the Notes or the transactions contemplated by any Transaction Document or (iv) seek to affect adversely the federal income tax or ERISA attributes of the Notes described in the Preliminary Prospectus or Final Prospectus; (x) After due investigation, there are no legal or governmental proceedings pending to which the Bank is a party or to which any property of the Bank is subject that, individually or in the aggregate, (i) would have a material adverse effect on the ability of the Bank to perform its obligations under any Transaction Document to which the Bank is a party, (ii) assert the invalidity of any Transaction Document or the Notes, (iii) seek to prevent the issuance, sale or delivery of the Notes or the transactions contemplated by any Transaction Document or (iv) seek to affect adversely the federal income tax or ERISA attributes of the Notes described in the Preliminary Prospectus or Final Prospectus;

Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase, and to pay for, the Underwritten Notes will be subject to the accuracy of the representations and warranties of the Transferor and the Bank set forth herein as of the date hereof and the Closing Date, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant hereto or in connection herewith, to the performance by the Transferor and the Bank of its obligations hereunder, and to the following additional conditions precedent: (a) The Preliminary Prospectus, the Prospectus, the Prospectus Supplement and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Transferor or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” laws. (b) On or prior to the Closing Date, the Underwriters shall have received letters, dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus and addressed to the Underwriters, from PricewaterhouseCoopers LLP, certified public accountants, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and regulations thereunder, substantially in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor or the Bank that, in the judgment of the Underwriters (after consultation with the Transferor), materially impairs the market for or investment quality of the Underwritten Notes or makes it impractical or inadvisable to market the Underwritten Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange; (iii) any suspension generally or material limitation of trading of any securities of the Bank, the Transferor or any Affiliate of the Bank or the Transferor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities; (v) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; or (vi) any outbreak or escalation of hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriters, the

Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase, and to pay for, the Underwritten Notes will be subject to the accuracy of the representations and warranties of the Transferor and the Bank set forth herein as of the date hereof and the Closing Date, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant hereto or in connection herewith, to the performance by the Transferor and the Bank of its obligations hereunder, and to the following additional conditions precedent: (a) The Preliminary Prospectus, the Final Prospectus and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Transferor or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” laws. (b) On or prior to the Closing Date, the Underwriters shall have received letters, dated on or prior to the Closing Date and addressed to the Underwriters, from KPMG LLP, certified public accountants, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and regulations thereunder, substantially in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor or the Bank that, in the judgment of the Underwriters (after consultation with the Transferor), materially impairs the market for or investment quality of the Underwritten Notes or makes it impractical or inadvisable to market the Underwritten Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange; (iii) any suspension generally or material limitation of trading of any 17 Underwriting Agreement-Series 2023-1 securities of the Bank, the Transferor or any Affiliate of the Bank or the Transferor on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities; (v) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; or (vi) any outbreak or escalation of hostilities in which the United States is involved, any declaration of war by Congress, or any occurrence, outbreak or escalation of any other substantial national or international calamity, crisis or emergency if, in the reasonable judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, or emergency would make it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) At the Closing Date, the Transferor and the Bank shall have furnished to the Representative certificates of an executive officer of the Transferor or the Bank, as applicable, as to the accuracy of the representations and warranties of the Transferor or the Bank, as applicable, herein at and as of the Closing Date, as to the performance by the Transferor or the Bank, as applicable, of all of its obligations hereunder to be performed at or prior to the Closing Date, as to receipt of a confirmation letter that satisfies the Note Rating Agency Condition with respect to Xxxxx’x, and as to such other matters as the Representative may reasonably request. (e) General Counsel for each of the Bank and the Transferor shall have furnished to the Underwriters one or more written opinions, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, substantially to the effect that: (i) The Bank has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (corporate and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under any Transaction Document to which it is a party, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Receivables Purchase Agreement; (ii) The Bank (a) is duly qualified to do business and is in good standing in the jurisdiction in which it is organized, and under applicable laws, as they are currently interpreted and enforced, has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such licenses or approvals would materially and adversely affect the enforceability of any Receivable or would adversely affect the ability of the Bank to perform its obligations under any Transaction Document to which it is a party and (b) without limiting the foregoing, has the corporate power and authority to carry on its business as described in the Preliminary Prospectus, the Final Prospectus and own and operate its property in connection therewith; (iii) The Transferor has been duly formed and is validly existing and in good standing under the laws of the jurisdiction in which it is organized, with full power and authority (limited liability company and other) to own its properties and conduct its business, as presently owned and conducted by it, and to enter into and perform its obligations under any Transaction Document to which it is a party, and has had at all times the power, authority and legal right to acquire, own and transfer the Receivables as contemplated by the Transaction Documents;