Common use of Filing of Prospectus and Issuer Free Writing Prospectuses Clause in Contracts

Filing of Prospectus and Issuer Free Writing Prospectuses. The Depositor and the Issuing Entity will file the Prospectus with the Commission within the time periods specified by Rule 424(b) under the Act and the Certifications and Transaction Documents necessary to satisfy the conditions for the offering of the Notes under Form SF-3, as stated in the General Instructions to Form SF-3, and will file (i) any Issuer Free Writing Prospectuses to the extent required by Rule 433(d) under the Act, (ii) if any Note Rating Agency is expected to issue a rating with respect to the Notes, an Issuer Free Writing Prospectus approved in advance by the Underwriters in accordance with Rule 433 under the Act that discloses such rating (the “Ratings Issuer Free Writing Prospectus”) and (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) other than an Underwriter Free Writing Prospectus filed pursuant to Rule 433(d)(1)(ii), as long as the Underwriter Free Writing Prospectus was delivered to the Depositor reasonably in advance of the time required to be filed according to Rule 433(d).