Common use of Financial Services Act Clause in Contracts

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Transferor and ACCS that (w) it has complied and shall comply with all applicable provisions of the Financial Services Act 1986 and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Notes to a Person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or who is a Person to whom the document may otherwise lawfully be issued or passed on; (y) it has not offered or sold and, during the period of six months from the date hereof, will not offer or sell any Note 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 have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations. If you are in agreement with the foregoing, please sign two counterparts hereof and return one to the Transferor whereupon this letter and your acceptance shall become a binding agreement among the Transferor, ACCS and the Underwriters. Very truly yours, ASSOCIATES CREDIT CARD SERVICES, INC. By ---------------------------------- Name: Title: ASSOCIATES CREDIT CARD RECEIVABLES CORP. By ---------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof [ ] ------------------------------ as Representative of the Underwriters set forth herein By ------------------------------ Name: Title: SCHEDULE A Class A Notes ------------- || Underwriters Principal Amount of ------------ Class A Notes ------------- $ ------------ $ ------------ Total $ ============= || Class B Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ ============= || || Class C Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ =============

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Transferor Bank and ACCS FCCF that (wx) it has complied and shall comply with all applicable provisions of the Financial Services Act 1986 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 Notes Certificates in, from or otherwise involving the United Kingdom; (xy) it has only issued communicated or passed on caused to be communicated and shall it will only issue communicate or pass on cause to be communicated any invitation or inducement to engage in investment activity (within the United Kingdom any document meaning of section 21 of FSMA) received by it in connection with the issue or sale of the Notes to a Person who is of a kind described any Certificates in Article 11(3circumstances in which section 21(1) of the Financial Services Act 1986 FSMA does not apply to FCCF or the Bank; and (Investment Advertisements) (Exemptions) Order 1996 or who is a Person to whom the document may otherwise lawfully be issued or passed on; (yz) it has not offered or sold and, during prior to the period of date which is six months from after the date hereof, of issue of the Certificates will not offer or sell any Note Certificate 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 have do not resulted and will not result in constitute an offer to the public in the United Kingdom within the meaning for purposes of the Regulations. If you are in agreement with the foregoing, please sign two three counterparts hereof and return one to the Transferor FCCF whereupon this letter and your acceptance shall become a binding agreement among FCCF, the Transferor, ACCS Bank and the Underwriters. Very truly yours, ASSOCIATES FLEET CREDIT CARD SERVICES, INC. By ---------------------------------- FUNDING TRUST By__________________________ Name: Title: ASSOCIATES CREDIT CARD RECEIVABLES CORP. By ---------------------------------- 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 ------------------------------ By____________________________ Name: Title: SCHEDULE A Class A Notes ------------- || Underwriters Certificates Principal Amount of ------------ Underwriters Class A Notes ------------- $ ------------ $ ------------ Certificates Total $ ============= || Class B Notes ------------- || Underwriters Certificates Principal Amount of ------------ Underwriters Class B Notes ------------- $ $ ------------ Certificates Total $ ============= || || Class C Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ =============$

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Transferor Series Obligors and ACCS ABS that (w) it has complied and shall will comply with all applicable provisions of the Financial Services Act 1986 and 0000 xxx the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Offered Notes to a Person person who is of a kind described in Article 11(3) of the Financial Services Act 1986 0000 (Investment Xxvestment Advertisements) (Exemptions) Order 1996 or who is a Person are persons to 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 Financial Services Act 0000, xx has not offered or sold and, during only promoted and will only promote (as that term is defined in Regulation 1.02(2) of the period Financial Services (Promotion of six months from the date hereof, will not offer or sell Unregulated Schemes Regulations 1991) to any Note to Persons person 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 have not resulted and will not result in an offer to the public scheme described in the United Kingdom within Prospectus if that person is of a kind described in either section 76(2)of the meaning Financial Services Act 0000 xx in Regulation 1.04 of the RegulationsFinancial Services (Promotion of Unregulated Schemes) Regulation 1991; and (z) it is a person of a kind described in Article 11(3) of the Financial Services Act 0000 (Xxvestment Advertisements) (Exemptions) Order 1996. If you are in agreement with the foregoing, please sign two counterparts hereof and return one to the Transferor Series Obligors and ABS whereupon this letter and your acceptance shall become a binding agreement among the Transferor, ACCS Series Obligors and ABS and the Underwriters. Very truly yours, ASSOCIATES CREDIT CARD SERVICES, INCADVANTA BUSINESS SERVICES CORP. By ---------------------------------- By: ---------------------- Name: Title: ASSOCIATES CREDIT CARD ADVANTA LEASING RECEIVABLES CORP. By ---------------------------------- 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 [ [Underwriter] ------------------------------ as Representative of the Underwriters set forth herein By ------------------------------ By: ------------------ Name: Title: SCHEDULE A Principal Amount of Underwriters Class A Notes Price ------------ ------------- || Underwriters ----- Principal Amount of ------------ Class A Notes ------------- $ ------------ $ ------------ Total $ ============= || Underwriters Class B Notes Price ------------ ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ ============= || || Class C Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ =============-----

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Transferor and ACCS Seller that (w) it has complied and shall comply with all applicable provisions of the Financial Services Act 1986 Xxx 0000 and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Notes to a Person who is of a kind described in Article 11(3) of the Financial Services Act 1986 Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 or who is a Person to whom the document may otherwise lawfully be issued or passed on; (y) it has not offered or sold and, during the period of six months from the date hereof, will not offer or sell any Note 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 have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations. If you are in agreement with the foregoing, please sign two counterparts hereof and return one to the Transferor Seller whereupon this letter and your acceptance shall become a binding agreement among Spiegel, the Transferor, ACCS Seller and the Underwriters. Very truly yours, ASSOCIATES CREDIT CARD SERVICESSPIEGEL, INC. By ---------------------------------- NameBy: /s/ Xxxx X. Xxxxxx Title: ASSOCIATES Treasurer SPIEGEL CREDIT CARD RECEIVABLES CORP. By ---------------------------------- NameCORPORATION III By: /s/ Xxxx X. Xxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date hereof [ ] ------------------------------ BANC OF AMERICA SECURITIES LLC as Representative of the Underwriters set forth herein By ------------------------------ NameBy: /s/ Xxxx X. Xxxxxxx Title: Managing Director SCHEDULE A Class A Notes ------------- || ----- Underwriters Principal Amount of ------------ Class A Notes ------------- $ ------------ $ ------------ ----- Banc of 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 ============= || Class B Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ ============= || || Class C Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ =============

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, Advanta LLC and the Transferor and ACCS Bank that (w) it has complied and shall will comply with all applicable provisions of the Financial Services Act 1986 and 0000 xxx the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Offered Notes to a Person person who is of a kind described in Article 11(3) of the Financial Services Act 1986 0000 (Investment Xxvestment Advertisements) (Exemptions) Order 1996 or who is a Person are persons to 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 Financial Services Act 0000, xx has not offered or sold and, during only promoted and will only promote (as that term is defined in Regulation 1.02(2) of the period Financial Services (Promotion of six months from the date hereof, will not offer or sell Unregulated Schemes Regulations 1991) to any Note to Persons person 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 have not resulted and will not result in an offer to the public scheme described in the United Kingdom within Prospectus if that person is of a kind described in either section 76(2)of the meaning Financial Services Act 0000 xx in Regulation 1.04 of the RegulationsFinancial Services (Promotion of Unregulated Schemes) Regulation 1991; and (z) it is a person of a kind described in Article 11(3) of the Financial Services Act 0000 (Xxvestment Advertisements) (Exemptions) Order 1996. 15 If you are in agreement with the foregoing, please sign two three counterparts hereof and return one to Advanta LLC and one to the Transferor Bank whereupon this letter and your acceptance shall become a binding agreement among Advanta LLC and the Transferor, ACCS Bank and the Underwriters. Very truly yours, ASSOCIATES CREDIT CARD SERVICES, INCADVANTA BANK CORP. By ---------------------------------- By: ____________________________ Name: Title: ASSOCIATES CREDIT CARD ADVANTA EQUIPMENT RECEIVABLES CORP. By ---------------------------------- SERIES 2000-__ LLC By: ____________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof [ [Underwriter] ------------------------------ as Representative of the Underwriters set forth herein By ------------------------------ By: _______________________ Name: Title: 16 SCHEDULE A Class A Notes ------------- || Underwriters Principal Amount of Underwriters Class A-1 Notes Price ------------ --------------- ----- Principal Amount of Underwriters Class A A-2 Notes ------------- $ Price ------------ $ --------------- ----- Principal Amount of Underwriters Class A-3 Notes Price ------------ Total $ ============= || --------------- ----- Principal Amount of Underwriters Class A-4 Notes Price ------------ --------------- ----- Principal Amount of Underwriters Class B Notes ------------- || Underwriters Principal Amount of Price ------------ Class B Notes ------------- $ $ ------------ Total $ ============= || || Class C Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ =============--------------- -----

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Transferor and ACCS Bank that (w) it has complied and shall comply with all applicable provisions of the Financial Services Act 1986 Xxx 0000 and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to ----------- anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Notes to a Person who is of a kind described in Article 11(3) of the Financial Services Act 1986 Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 or who is a Person to whom the document may otherwise lawfully be issued or passed on; (y) it has not offered or sold and, during the period of six months from the date hereof, will not offer or sell any Note 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 have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations. If you are in agreement with the foregoing, please sign two counterparts hereof and return one to the Transferor Bank whereupon this letter and your acceptance shall become a binding agreement among Spiegel, the Transferor, ACCS Bank and the Underwriters. Very truly yours, ASSOCIATES CREDIT CARD SERVICESSPIEGEL, INC. By ---------------------------------- By: /s/ Xxxx X. Xxxxxx -------------------- Name: Xxxx X. Xxxxxx Title: ASSOCIATES CREDIT CARD RECEIVABLES CORP. By ---------------------------------- Treasurer FIRST CONSUMERS NATIONAL BANK By: /s/ Xxxx X. Xxxxxx -------------------- Name: Xxxx X. Xxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date hereof [ ] ------------------------------ DEUTSCHE BANC ALEX. XXXXX INC as Representative of the Underwriters set forth herein By ------------------------------ 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 Notes ------------- || Underwriters Principal Amount of ------------ Class A 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 Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Deutsche Banc Alex. Xxxxx Inc $63,000,000 ----------- Total $ $63,000,000 ============= || || Class C Notes ------------- || Underwriters Principal Amount of ------------ Class B Notes ------------- $ $ ------------ Total $ =============