Common use of Financial Services Act Clause in Contracts

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Seller that (w) it has complied and shall comply with all applicable provisions of the Financial Services 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 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.

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Seller Bank that (w) it has complied and shall comply with all applicable provisions of the Financial Services 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 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.

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Seller that (w) it has complied and shall comply with all applicable provisions of the Financial Services Xxx 0000 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 Xxx 0000 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 Seller whereupon this letter and your acceptance shall become a binding agreement among Spiegel, the Seller and the Underwriters. Very truly yours, SPIEGEL, INC.

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Seller Bank that (w) it has complied and shall comply with all applicable provisions of the Financial Services Xxx 0000 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 Xxx 0000 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 Bank whereupon this letter and your acceptance shall become a binding agreement among Spiegel, the Bank and the Underwriters. Very truly yours, SPIEGEL, INC.

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Seller ABS that (w) it has complied and shall comply with all applicable provisions of the Financial Services Xxx Act 0000 and xxx the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Class A 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 Class A Notes to a Person person who is of a kind described in Article 11(39(3) of the Financial Services Xxx Act 0000 (Investment Xxvestment Advertisements) (Exemptions) Order 1996 1995 or who is a Person 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 Class A 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 not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations.

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Seller Bank that (w) it has complied and shall comply with all applicable provisions of the Financial Services Xxx Act 0000 and xxx the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Notes Class _ Certificates 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 Class _ Certificates to a Person person who is of a kind described in Article 11(39(3) of the Financial Services Xxx Act 0000 (Investment Xxvestment Advertisements) (Exemptions) Order 1996 1995 or who is a Person 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 Class _ 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 not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations.the