Common use of Financial Services Act Clause in Contracts

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Bank and FCCF that (x) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Xxx 0000 ("FSMA") and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom; (y) it 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 FSMA) received by it in connection with the issue or sale of any Certificates in circumstances in which section 21(1) of the FSMA does not apply to FCCF or the Bank; and (z) it has not offered or sold and, prior to the date which is six months after the date of issue of the Certificates will not offer or sell any Certificate to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for purposes of the Regulations. If you are in agreement with the foregoing, please sign three counterparts hereof and return one to FCCF whereupon this letter and your acceptance shall become a binding agreement among FCCF, the Bank and the Underwriters. Very truly yours, FLEET CREDIT CARD FUNDING TRUST By__________________________ Name: Title: FLEET BANK (RI), NATIONAL ASSOCIATION By__________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof [REPRESENTATIVE] as a Representative of the Underwriters set forth herein By____________________________ Name: Title: SCHEDULE A Class A Certificates Principal Amount of Underwriters Class A Certificates Total $ Class B Certificates Principal Amount of Underwriters Class B Certificates Total $

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Bank Series Obligors and FCCF ABS that (xw) it has complied and shall will comply with all applicable provisions of the Financial Services and Markets Xxx Act 0000 ("FSMA") and xxx the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Certificates Offered Notes in, from or otherwise involving the United Kingdom; (yx) it has only communicated issued or caused to be communicated passed on and it will only communicate issue or cause to be communicated pass on in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) document received by it in connection with the issue or sale of any Certificates the Offered Notes to a person who is of a kind described in circumstances in which section 21(1Article 11(3) of the FSMA does not apply Financial Services Act 0000 (Xxvestment Advertisements) (Exemptions) Order 1996 or are persons to FCCF whom the document may otherwise lawfully be issued or passed on; (y) if it is an authorized person under Chapter III of part I of the BankFinancial Services Act 0000, xx has only promoted and will only promote (as that term is defined in Regulation 1.02(2) of the Financial Services (Promotion of Unregulated Schemes Regulations 1991) to any person in the United Kingdom the scheme described in the Prospectus if that person is of a kind described in either section 76(2)of the Financial Services Act 0000 xx in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulation 1991; and (z) it has not offered or sold and, prior to the date which is six months after the date a person of issue a kind described in Article 11(3) of the Certificates will not offer or sell any Certificate to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments Financial Services Act 0000 (as principal or agentXxvestment Advertisements) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for purposes of the Regulations(Exemptions) Order 1996. If you are in agreement with the foregoing, please sign three two counterparts hereof and return one to FCCF the Series Obligors and ABS whereupon this letter and your acceptance shall become a binding agreement among FCCF, the Bank Series Obligors and ABS and the Underwriters. Very truly yours, FLEET CREDIT CARD FUNDING TRUST ADVANTA BUSINESS SERVICES CORP. By__________________________ : ---------------------- Name: Title: FLEET BANK (RI), NATIONAL ASSOCIATION ADVANTA LEASING RECEIVABLES CORP. VIII By__________________________ : ---------------------- Name: Title: ADVANTA LEASING RECEIVABLES CORP. IX By: ---------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof [REPRESENTATIVEUnderwriter] as a Representative of the Underwriters set forth herein By____________________________ : ------------------ Name: Title: SCHEDULE A Class A Certificates Principal Amount of Underwriters Class A Certificates Total $ Class B Certificates Notes Price ------------ ------------- ----- Principal Amount of Underwriters Class B Certificates Total $Notes Price ------------ ------------- -----

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Bank and FCCF that (xw) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Xxx 0000 ("FSMA") and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to ----------- anything done by it in relation to the Certificates Notes in, from or otherwise involving the United Kingdom; (yx) it has only communicated issued or caused to be communicated passed on and it will shall only communicate issue or cause to be communicated pass on in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) document received by it in connection with the issue or sale of any Certificates the Notes to a Person who is of a kind described in circumstances in which section 21(1Article 11(3) of the FSMA does not apply Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 or who is a Person to FCCF whom the document may otherwise lawfully be issued or the Bankpassed on; and (zy) it has not offered or sold and, prior to during the period of six months from the date which is six months after the date of issue of the Certificates hereof, will not offer or sell any Certificate Note to persons Persons in the United Kingdom except to persons Persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do have not constitute resulted and will not result in an offer to the public in the United Kingdom for purposes within the meaning of the Regulations. If you are in agreement with the foregoing, please sign three two counterparts hereof and return one to FCCF the Bank whereupon this letter and your acceptance shall become a binding agreement among FCCFSpiegel, the Bank and the Underwriters. Very truly yours, FLEET CREDIT CARD FUNDING TRUST SPIEGEL, INC. By__________________________ : /s/ Xxxx X. Xxxxxx -------------------- Name: Xxxx X. Xxxxxx Title: FLEET Treasurer FIRST CONSUMERS NATIONAL BANK (RI), NATIONAL ASSOCIATION By__________________________ : /s/ Xxxx X. Xxxxxx -------------------- Name: Xxxx X. Xxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date hereof [REPRESENTATIVE] DEUTSCHE BANC ALEX. XXXXX INC as a Representative of the Underwriters set forth herein By____________________________ : /s/ Xxxxxxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxxxxxx X. Xxxxx Title: Director By: /s/ Xxxx Xxxxxxxx ----------------- Name: Xxxx Xxxxxxxx Title: Vice President SCHEDULE A Class A Certificates Notes ------------- Underwriters Principal Amount of Underwriters ------------ Class A Certificates Notes ------------- Deutsche Banc Alex. Xxxxx Inc $115,500,000 ------------ Banc of America Securities LLC $115,500,000 ------------ Commerzbank Capital Markets Corp. $115,500,000 ------------ Chase Securities Inc. $115,500,000 ------------ Total $ $462,000,000 ============ Class B Certificates Notes ------------- Underwriters Principal Amount of Underwriters ------------ Class B Certificates Notes ------------- Deutsche Banc Alex. Xxxxx Inc $63,000,000 ----------- Total $63,000,000 ===========

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Bank and FCCF Seller that (xw) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Xxx 0000 ("FSMA") and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Certificates Notes in, from or otherwise involving the United Kingdom; (yx) it has only communicated issued or caused to be communicated passed on and it will shall only communicate issue or cause to be communicated pass on in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) document received by it in connection with the issue or sale of any Certificates the Notes to a Person who is of a kind described in circumstances in which section 21(1Article 11(3) of the FSMA does not apply Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 or who is a Person to FCCF whom the document may otherwise lawfully be issued or the Bankpassed on; and (zy) it has not offered or sold and, prior to during the period of six months from the date which is six months after the date of issue of the Certificates hereof, will not offer or sell any Certificate Note to persons Persons in the United Kingdom except to persons Persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do have not constitute resulted and will not result in an offer to the public in the United Kingdom for purposes within the meaning of the Regulations. If you are in agreement with the foregoing, please sign three two counterparts hereof and return one to FCCF the Seller whereupon this letter and your acceptance shall become a binding agreement among FCCFSpiegel, the Bank Seller and the Underwriters. Very truly yours, FLEET CREDIT CARD FUNDING TRUST SPIEGEL, INC. By__________________________ Name: /s/ Xxxx X. Xxxxxx Title: FLEET BANK (RI), NATIONAL ASSOCIATION Treasurer SPIEGEL CREDIT CORPORATION III By__________________________ Name: /s/ Xxxx X. Xxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date hereof [REPRESENTATIVE] BANC OF AMERICA SECURITIES LLC as a Representative of the Underwriters set forth herein By____________________________ Name: /s/ Xxxx X. Xxxxxxx Title: Managing Director SCHEDULE A Class A Certificates Notes ----- Underwriters Principal Amount of Underwriters Class A Certificates Total $ Class B Certificates Principal Amount ------------ Notes ----- Banc of Underwriters Class B Certificates America Securities LLC $420,000,000 Deutsche Bank Securities Inc. $60,000,000 X.X. Xxxxxx Securities Inc. $60,000,000 ABN AMRO Incorporated $30,000,000 HSBC Securities (USA) Inc. $30,000,000 ----------- Total $600,000,000 ============

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, Advanta LLC and the Bank and FCCF that (xw) it has complied and shall will comply with all applicable provisions of the Financial Services and Markets Xxx Act 0000 ("FSMA") and xxx the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Certificates Offered Notes in, from or otherwise involving the United Kingdom; (yx) it has only communicated issued or caused to be communicated passed on and it will only communicate issue or cause to be communicated pass on in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) document received by it in connection with the issue or sale of any Certificates the Offered Notes to a person who is of a kind described in circumstances in which section 21(1Article 11(3) of the FSMA does not apply Financial Services Act 0000 (Xxvestment Advertisements) (Exemptions) Order 1996 or are persons to FCCF whom the document may otherwise lawfully be issued or passed on; (y) if it is an authorized person under Chapter III of part I of the BankFinancial Services Act 0000, xx has only promoted and will only promote (as that term is defined in Regulation 1.02(2) of the Financial Services (Promotion of Unregulated Schemes Regulations 1991) to any person in the United Kingdom the scheme described in the Prospectus if that person is of a kind described in either section 76(2)of the Financial Services Act 0000 xx in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulation 1991; and (z) it has not offered or sold and, prior to the date which is six months after the date a person of issue a kind described in Article 11(3) of the Certificates will not offer or sell any Certificate to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments Financial Services Act 0000 (as principal or agentXxvestment Advertisements) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for purposes of the Regulations(Exemptions) Order 1996. 15 If you are in agreement with the foregoing, please sign three counterparts hereof and return one to FCCF Advanta LLC and one to the Bank whereupon this letter and your acceptance shall become a binding agreement among FCCF, Advanta LLC and the Bank and the Underwriters. Very truly yours, FLEET CREDIT CARD FUNDING TRUST ADVANTA BANK CORP. By: ____________________________ Name: Title: FLEET BANK (RI), NATIONAL ASSOCIATION ADVANTA EQUIPMENT RECEIVABLES SERIES 2000-__ LLC By: ____________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof [REPRESENTATIVEUnderwriter] as a Representative of the Underwriters set forth herein By_____: _______________________ Name: Title: 16 SCHEDULE A Class A Certificates Principal Amount of Underwriters Class A Certificates Total $ A-1 Notes Price ------------ --------------- ----- Principal Amount of Underwriters Class B Certificates A-2 Notes Price ------------ --------------- ----- Principal Amount of Underwriters Class A-3 Notes Price ------------ --------------- ----- Principal Amount of Underwriters Class A-4 Notes Price ------------ --------------- ----- Principal Amount of Underwriters Class B Certificates Total $Notes Price ------------ --------------- -----

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Bank Transferor and FCCF ACCS that (xw) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Xxx 0000 ("FSMA") Act 1986 and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Certificates Notes in, from or otherwise involving the United Kingdom; (yx) it has only communicated issued or caused to be communicated passed on and it will shall only communicate issue or cause to be communicated pass on in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) document received by it in connection with the issue or sale of any Certificates the Notes to a Person who is of a kind described in circumstances in which section 21(1Article 11(3) of the FSMA does not apply Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or who is a Person to FCCF whom the document may otherwise lawfully be issued or the Bankpassed on; and (zy) it has not offered or sold and, prior to during the period of six months from the date which is six months after the date of issue of the Certificates hereof, will not offer or sell any Certificate Note to persons Persons in the United Kingdom except to persons Persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do have not constitute resulted and will not result in an offer to the public in the United Kingdom for purposes within the meaning of the Regulations. If you are in agreement with the foregoing, please sign three two counterparts hereof and return one to FCCF the Transferor whereupon this letter and your acceptance shall become a binding agreement among FCCFthe Transferor, the Bank ACCS and the Underwriters. Very truly yours, FLEET ASSOCIATES CREDIT CARD FUNDING TRUST By__________________________ SERVICES, INC. By ---------------------------------- Name: Title: FLEET BANK (RI), NATIONAL ASSOCIATION By__________________________ ASSOCIATES CREDIT CARD RECEIVABLES CORP. By ---------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof [REPRESENTATIVE[ ] ------------------------------ as a Representative of the Underwriters set forth herein By____________________________ By ------------------------------ Name: Title: SCHEDULE A Class A Certificates Notes ------------- || Underwriters Principal Amount of Underwriters ------------ Class A Certificates Notes ------------- $ ------------ $ ------------ Total $ ============= || Class B Certificates Notes ------------- || Underwriters Principal Amount of Underwriters ------------ Class B Certificates Notes ------------- $ $ ------------ Total $$ ============= || || Class C Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ =============