Common use of Financial Services Act Clause in Contracts

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended (the "FSMA") with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "Relevant Member State") which has implemented Directive 2003/71/EC (the, "Prospectus Directive") each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the Underwritten Notes to the public in that Relevant Member State other than (i) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "an offer of notes to the public" in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended 2000 (the "“FSMA"”) with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "“Relevant Member State"”) which has implemented Directive 2003/71/EC (the, "“Prospectus Directive"”) each Underwriter has represented and agreed that, with effect that from and including the date on which the Prospectus Directive was is implemented in that the Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the Underwritten Notes to the public in that any Relevant Member State other than (i) to any legal entity which is a "qualified investor" investor as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "“an offer of notes to the public" ” in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "“Prospectus Directive" ” means Directive 2003/71/EC (as amendedand amendments thereto, including by directive 2010/73/EU) the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member StateState and (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended 2000 (the "FSMA") with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "Relevant Member State") which has implemented Directive 2003/71/EC (the, "Prospectus Directive") each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the Underwritten Notes to the public in that Relevant Member State other than except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Underwritten Notes to the publich in that Relevant Member State (i) at any time to any legal entity which is a "qualified investor" as defined in the Prospectus Directive, (ii) at any time to fewer than 150 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "an offer of notes to the public" in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "Prospectus Directive" means Directive 2003/71/EC (as amendedand amendments thereto, including by directive 2010/73/EU) the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member StateState and (C) the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended (the "FSMA") with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "Relevant Member State") which has implemented Directive 2003/71/EC (the, the "Prospectus Directive") each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the Underwritten Notes to the public in that Relevant Member State other than (i) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "an offer of notes to the public" in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

Financial Services Act. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) it has complied not offered, sold or otherwise made available and shall comply with all applicable provisions of the Financial Services Markets Act 2000will not offer, as amended (the "FSMA") with respect to anything done by it in relation to the sell or otherwise make available any Underwritten Notes in, from or otherwise involving to any UK Retail Investor in the United Kingdom and Kingdom, (ii) that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Underwritten Notes to any EU Retail Investor in the European Economic Area, (iii) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any an invitation or inducement to engage in investment activity (within the meaning of section Section 21 of the FSMA), ) received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section Section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, Issuer and (iv) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to each member State of the European Economic Area (each, a "Relevant Member State") which has implemented Directive 2003/71/EC (the, "Prospectus Directive") each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the any Underwritten Notes to in, from or otherwise involving the public in that Relevant Member State other than United Kingdom. (ib) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provisionSection 14, (A) the expression "an offer of notes to the public" in relation to any Underwritten Notes in any Relevant Member State “UK Retail Investor” means the communication in any form and by any means of sufficient information on the terms a person who is one (or more) of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notesfollowing: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of United Kingdom domestic law by virtue of the same may be varied EUWA, and as amended; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (such rules or regulations, as amended), where that customer would not qualify as a professional client, as defined in that Member State point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by any measure implementing virtue of the Prospectus Directive EUWA, and as amended; or (iii) not a qualified investor (as defined in that Member StateArticle 2 of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the EUWA, and as amended), (B) the expression "Prospectus Directive" “FSMA” means Directive 2003/71/EC (Financial Services and Markets Act 2000, as amended, including by directive 2010/73/EU(C) and includes any relevant implementing measure in the Relevant Member State.expression “EU Retail Investor” means a person who is one (or more) of the WFN 2024-B Underwriting Agreement

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended (the "FSMA") with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in WFN 2017-B Underwriting Agreement which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "Relevant Member State") which has implemented Directive 2003/71/EC (the, the "Prospectus Directive") each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the Underwritten Notes to the public in that Relevant Member State other than (i) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "an offer of notes to the public" in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended 2000 (the "“FSMA"”) with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "“Relevant Member State"xxxx”) which has implemented Directive 2003/71/EC (the, "“Prospectus Directive"”) each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "“Relevant Implementation Date"”), it has not made and will not make an offer of the Underwritten Notes to the public in that Relevant Member State other than except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Underwritten Notes to the publich in that Relevant Member State (i) at any time to any legal entity which is a "“qualified investor" ” as defined in the Prospectus Directive, (ii) at any time to fewer than 150 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "“an offer of notes to the public" ” in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "“Prospectus Directive" ” means Directive 2003/71/EC (as amendedand amendments thereto, including by directive 2010/73/EU) the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member StateState and (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended (the "FSMA") with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "Relevant Member State") which has implemented Directive 2003/71/EC (the, the "Prospectus Directive") each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the Underwritten Notes to the public in that Relevant Member State other than (i) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "an offer of notes to the public" in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.. WFN 2017-C Underwriting Agreement

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended (the "“FSMA"”) with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "“Relevant Member State"”) which has implemented Directive 2003/71/EC (the, "the “Prospectus Directive"”) each Underwriter has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "“Relevant Implementation Date"”), it has not made and will not make an offer of the Underwritten Notes to the public in that Relevant Member State other than (i) to any legal entity which is a "“qualified investor" ” as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "“an offer of notes to the public" ” in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "“Prospectus Directive" ” means Directive 2003/71/EC (as amended, including by directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

Financial Services Act. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Transferor and the Bank that it (i) has complied and shall comply with all applicable provisions of the Financial Services Markets Act 2000, as amended 2000 (the "“FSMA"”) with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving the United Kingdom and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), received by it in connection with the issue or sale of any Underwritten Notes in circumstances in which section 21(1) of the FSMA does not apply to the Transferor or the Issuer. Further, in relation to each member State of the European Economic Area (each, a "“Relevant Member State"”) which has implemented Directive 2003/71/EC (the, "“Prospectus Directive"”) each Underwriter has represented and agreed that, with effect that from and including the date on which the Prospectus Directive was is implemented in that the Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the Underwritten Notes to the public in that any Relevant Member State other than (i) to any legal entity which is a "qualified investor" investor as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Underwritten Notes shall require the Issuer or an any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression "“an offer of notes to the public" ” in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.the