Common use of Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials Clause in Contracts

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severally, represents, warrants and agrees with the Bank and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity that other than the Preliminary Prospectus and the final Prospectus, it has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche of the Notes and/or expected pricing parameters of the Notes. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such Underwriter by the Bank or the Issuing Entity (such information, “Issuing Entity Information”), which information was not corrected by Issuing Entity Information subsequently supplied by the Bank or the Issuing Entity to such Underwriter prior to the Time of Sale. (d) The Bank, the Issuing Entity and the Underwriters each agrees that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under the Act.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity that other than the Preliminary Prospectus and the final Prospectus, it has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Securities Act, that would constitute a “prospectus” or a “free writing prospectus”, ,” each as defined in the Securities Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Notes and/or expected pricing parameters of the Notes. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such the Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such the Underwriter by the Bank or the Issuing Entity (such information, “Issuing Entity Information”), which information was not corrected by Issuing Entity Information subsequently supplied by the Bank or the Issuing Entity to such the Underwriter prior to the Time of Sale. (d) The Bank, the Issuing Entity and the Underwriters each agrees agree that any Free Writing Prospectus Prospectuses prepared by it shall contain the legend required by Rule 433 under the Act.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severallyseverally and not jointly, represents, warrants and agrees with the Bank Bank, the Depositor and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank Bank, the Depositor and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 10 shall apply with respect thereto. (b) Each Underwriter Underwriter, severally and not jointly, represents, warrants and agrees with the Bank Bank, the Depositor and the Issuing Entity that other than the Preliminary Prospectus and the final Prospectus, it has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche of the Notes and/or expected pricing parameters of the Notes. (c) Each Underwriter Underwriter, severally and not jointly, represents and warrants to the Bank Bank, the Depositor and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such Underwriter by the Bank Bank, the Depositor or the Issuing Entity (such information, “Issuing Entity Information”), which information was not corrected by Issuing Entity Information subsequently supplied by the Bank Bank, the Depositor or the Issuing Entity to such Underwriter prior to the Time of Sale. (d) The Bank, the Depositor, the Issuing Entity and the Underwriters each agrees that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under the Act.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity Issuer that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank and the Issuing Entity Issuer shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity Issuer that other than the Preliminary Prospectus and the final Prospectus, it each Underwriter has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Securities Act, that would constitute a “prospectus” or a “free writing prospectus”, ,” each as defined in the Securities Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Notes and/or expected pricing parameters of the Notes. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity Issuer that each Free Writing Prospectus prepared by or on behalf of an Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such the Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such the Underwriter by the Bank or the Issuing Entity Issuer (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by the Bank or the Issuing Entity Issuer to such the Underwriter prior to the Time of Sale. (d) The Bank, the Issuing Entity Issuer and the Underwriters each agrees agree that any Free Writing Prospectus Prospectuses prepared by it shall contain the legend required by Rule 433 under the Act.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severallyseverally and not jointly, represents, warrants and agrees with the Bank Bank, the Depositor and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank Bank, the Depositor and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 10 shall apply with respect thereto. (b) Each Underwriter Underwriter, severally and not jointly, represents, warrants and agrees with the Bank Bank, the Depositor and the Issuing Entity that other than the Preliminary Prospectus and the final Prospectus, it has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche of the Notes and/or expected pricing parameters of the Notes. (c) Each Underwriter Underwriter, severally and not jointly, represents and warrants to the Bank Bank, the Depositor and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such Underwriter by the Bank Bank, the Depositor or the Issuing Entity (such information, “Issuing Entity Information”), which information was not corrected by Issuing Entity Information subsequently supplied by the Bank Bank, the Depositor or the Issuing Entity to such Underwriter prior to the Time of Sale. (d) The Bank, the Depositor, the Issuing Entity and the Underwriters each agrees that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under the Act.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity Issuer that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank and the Issuing Entity Issuer shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity Issuer that other than the Preliminary Prospectus and the final Prospectus, it has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Securities Act, that would constitute a “prospectus” or a “free writing prospectus”, ,” each as defined in the Securities Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Notes and/or expected pricing parameters of the Notes. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity Issuer that each Free Writing Prospectus prepared by or on behalf of an Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such the Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such the Underwriter by the Bank or the Issuing Entity Issuer (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by the Bank or the Issuing Entity Issuer to such the Underwriter prior to the Time of Sale. (d) The Bank, the Issuing Entity Issuer and the Underwriters each agrees agree that any Free Writing Prospectus Prospectuses prepared by it shall contain the legend required by Rule 433 under the Act.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severally, represents, The Underwriter represents and warrants and agrees with to the Bank and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational MaterialMaterials”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each The Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity that other than the Preliminary Prospectus Time of Sale Information and the final Prospectus, it the Underwriter has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in purchaser of the Notes Certificates any other written material of any kind containing any that would constitute a Free Writing Prospectus or a “issuer informationprospectus,” as defined in Rule 433(h)(2Section 2(a)(10) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each that the Underwriter may prepare and convey to one or more of its potential investors purchasers of the Certificates a Free Writing Prospectus containing only no more than the following information: (A) information permitted under Rule 134 of the ActRules and Regulations, including bona fide estimates of but not limited to, information relating to the price range for the Notes and the size, weighted average life, rating, scheduled final payment date and/or final price of the Notes and information previously included in the Preliminary ProspectusCertificates, as well as a column or other entry showing the status of the subscriptions for each tranche of the Notes Certificates and/or expected pricing parameters of the NotesCertificates and (B) information customarily contained in confirmations of sale of securities and notices of allocations, provided, that the Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations. (c) Each The Underwriter severally represents and warrants to the Bank and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an the Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any potential investor in prospective purchaser of the NotesCertificates, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such the Underwriter makes no representation to the extent such misstatements any misstatement or omissions were omission was the result of any inaccurate information which was publicly available or provided to such the Underwriter by or on behalf of the Bank or the Issuing Entity (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by or on behalf of the Bank or to the Issuing Entity to such Underwriter prior to the Time of Sale. (d) The Bank, Each of the Issuing Entity Bank and the Underwriters each Underwriter agrees that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under of the ActRules and Regulations. (e) The Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing Prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severallyseverally and not jointly, represents, warrants and agrees with the Bank and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter Underwriter, severally and not jointly, represents, warrants and agrees with the Bank and the Issuing Entity that other than the Preliminary Prospectus and the final Prospectus, it has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche of the Notes and/or expected pricing parameters of the Notes. (c) Each Underwriter Underwriter, severally and not jointly, represents and warrants to the Bank and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such Underwriter by the Bank or the Issuing Entity (such information, “Issuing Entity Information”), which information was not corrected by Issuing Entity Information subsequently supplied by the Bank or the Issuing Entity to such Underwriter prior to the Time of Sale. (d) The Bank, the Issuing Entity and the Underwriters each agrees that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under the Act.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity Depositor that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a1101 (a) of Regulation AB under the Act (“ABS Informational and Computational MaterialMaterials”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity Depositor that other than the Preliminary Prospectus Time of Sale Information and the final Prospectus, it such Underwriter has not conveyed and will not convey, without the BankDepositor’s prior written approval, to any potential investor in purchaser of the Offered Notes any other written material of any kind containing any that would constitute a Free Writing Prospectus or a “issuer informationprospectus,” as defined in Rule 433(h)(2Section 2(a)(10) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, that each Underwriter may prepare and convey to one or more of its potential investors purchasers of the Offered Notes a Free Writing Prospectus containing only no more than the following information: (A) information permitted under Rule 134 of the ActRules and Regulations, including bona fide estimates of but not limited to, information relating to the price range for the Notes and the class, size, weighted average life, rating, scheduled final payment date and/or final price of the Notes and information previously included in the Preliminary ProspectusOffered Notes, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Offered Notes and/or expected pricing parameters of each class of the NotesOffered Notes and (B) information customarily contained in confirmations of sale of securities and notices of allocations (each such written communication, a “Permitted Underwriter Communication”), provided, that such Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations, provided, further, that no Underwriter has or may distribute any information described in clause (A) above that would be “issuer information” as defined in Rule 433 of the Rules and Regulations other than (i) information that has already been filed with the Commission, (ii) preliminary terms of the Offered Notes not required to be filed with the Commission and (iii) information relating to the final terms of the Offered Notes required to be filed with the Commission within two days of the later of the date such final terms have been established for all classes of the Offered Notes and the date of first use of such information pursuant to Rule 433(b)(5)(ii) of the Rules and Regulations. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity Depositor that each Free Writing Prospectus prepared by or on behalf of an such Underwriter which is not listed on Annex I (each each, an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any potential investor in prospective purchaser of the Offered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements any misstatement or omissions were omission was the result of any inaccurate information which was publicly available or provided to such Underwriter by or on behalf of the Bank or the Issuing Entity Depositor (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by or on behalf of the Bank or the Issuing Entity Depositor to such Underwriter prior to the Time of Sale. (d) The Bank, Each of the Issuing Entity Depositor and the Underwriters each agrees agree that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under of the ActRules and Regulations. (e) Each Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations. (f) Each Underwriter shall deliver to the Depositor, not less than one Business Day prior to the required date of filing thereof, all information included in a Permitted Underwriter Communication relating to the final terms of the Offered Notes required to be filed with the Commission pursuant to Rule 433(b)(5)(ii) of the Rules and Regulations. (g) The Depositor shall file with the Commission all information required to be filed that is delivered to it pursuant to Section 11(f) not later than two days after the later of the date such final terms have been established for all classes of the Offered Notes and the date of first use of such information pursuant to Rule 433(b)(5)(ii) of the Rules and Regulations; provided, however, that the Depositor shall have no liability for any such failure resulting from the failure of any Underwriter to provide such information to the Depositor in accordance with Section 11(f).

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severally, represents, the Underwriter represents and warrants and agrees with to the Bank and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each The Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity that other than the Preliminary Prospectus and the final Prospectus, it has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Securities Act, that would constitute a “prospectus” or a “free writing prospectus”, ,” each as defined in the Securities Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, each the Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Notes and/or expected pricing parameters of the Notes. (c) Each The Underwriter severally represents and warrants to the Bank and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an the Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such the Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such the Underwriter by the Bank or the Issuing Entity (such information, “Issuing Entity Information”), which information was not corrected by Issuing Entity Information subsequently supplied by the Bank or the Issuing Entity to such the Underwriter prior to the Time of Sale. (d) The Bank, the Issuing Entity and the Underwriters Underwriter each agrees agree that any Free Writing Prospectus Prospectuses prepared by it shall contain the legend required by Rule 433 under the Act.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity Depositor that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a1101 (a) of Regulation AB under the Act (“ABS Informational and Computational MaterialMaterials”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity Depositor that other than the Preliminary Prospectus and Time of Sale Information, the final Prospectus, it the Ratings Issuer Free Writing Prospectus, any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act) relating to the Offered Notes authorized or approved in writing by the Bank (each, a “Road Show”) and any other Issuer Free Writing Prospectus, each Underwriter has not conveyed and will not conveynot, without the Bank’s or the Depositor’s prior written approval, made, used, prepared, authorized, approved, provided or referred to and will not prepare, make, use, authorize, approve, provide or refer to any potential investor “written communication” (as defined in Rule 405 under the Notes any other written material Act) of any kind containing any that would constitute a Free Writing Prospectus or a “issuer informationprospectus,” as defined in Rule 433(h)(2Section 2(a)(10) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, that each Underwriter may prepare and convey to one or more of its potential investors purchasers of the Offered Notes a Free Writing Prospectus containing only no more than the following information: (A) information permitted under Rule 134 of the ActRules and Regulations, including bona fide estimates of but not limited to, information relating to the price range for the Notes and the class, size, weighted average life, rating, scheduled final payment date and/or final price of the Notes and information previously included in the Preliminary ProspectusOffered Notes, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Offered Notes and/or expected pricing parameters of each class of the NotesOffered Notes (B) an Index CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information previously filed with the Commission and (C) information customarily contained in confirmations of sale of securities and notices of allocations, provided, that such Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity Depositor that each Free Writing Prospectus prepared by or on behalf of an such Underwriter which is not listed on Annex I (each each, an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any potential investor in prospective purchaser of the Offered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements any misstatement or omissions were omission was the result of any inaccurate information which was publicly available or provided to such Underwriter by or on behalf of the Bank or the Issuing Entity Depositor (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by or on behalf of the Bank or the Issuing Entity Depositor to such Underwriter prior to the Time of Sale. (d) The Each Underwriter shall deliver to the Depositor, not less than one business day prior to the required date of filing thereof, all information included in an Underwriter Free Writing Prospectus required to be filed with the Commission under the Securities Act. (e) Each of the Bank, the Issuing Entity Depositor and the Underwriters each agrees agree that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under of the ActRules and Regulations. (f) Each Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a1101 (a) of Regulation AB under the Act (“ABS Informational and Computational MaterialMaterials”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity that other than the Preliminary Prospectus Time of Sale Information and the final Prospectus, it each Underwriter has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in purchaser of the Offered Notes any other written material of any kind containing any that would constitute a Free Writing Prospectus or a “issuer informationprospectus,” as defined in Rule 433(h)(2Section 2(a)(10) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, that each Underwriter may prepare and convey to one or more of its potential investors purchasers of the Offered Notes a Free Writing Prospectus containing only no more than the following information: (A) information permitted under Rule 134 of the ActRules and Regulations, including bona fide estimates of but not limited to, information relating to the price range for the Notes and the class, size, weighted average life, rating, scheduled final payment date and/or final price of the Notes and information previously included in the Preliminary ProspectusOffered Notes, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Offered Notes and/or expected pricing parameters of each class of the NotesOffered Notes and (B) information customarily contained in confirmations of sale of securities and notices of allocations, provided, that such Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an such Underwriter which is not listed on Annex I (each each, an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any potential investor in prospective purchaser of the Offered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements any misstatement or omissions were omission was the result of any inaccurate information which was publicly available or provided to such Underwriter by or on behalf of the Bank or the Issuing Entity (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by or on behalf of the Bank or the Issuing Entity to such Underwriter prior to the Time of Sale. (d) The Bank, Each of the Issuing Entity Bank and the Underwriters each agrees agree that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under of the ActRules and Regulations. (e) Each Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity Depositor that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a1101 (a) of Regulation AB under the Act (“ABS Informational and Computational MaterialMaterials”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity Depositor that other than the Preliminary Prospectus Time of Sale Information and the final Prospectus, it such Underwriter has not conveyed and will not convey, without the BankDepositor’s prior written approval, to any potential investor in purchaser of the Notes Certificates any other written material of any kind containing any that would constitute a Free Writing Prospectus or a “issuer informationprospectus,” as defined in Rule 433(h)(2Section 2(a)(10) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, that each Underwriter may prepare and convey to one or more of its potential investors purchasers of the Certificates a Free Writing Prospectus containing only no more than the following information: (A) information permitted under Rule 134 of the ActRules and Regulations, including bona fide estimates of but not limited to, information relating to the price range for the Notes and the size, weighted average life, rating, scheduled final payment date and/or final price of the Notes and information previously included in the Preliminary ProspectusCertificates, as well as a column or other entry showing the status of the subscriptions for each tranche of the Notes Certificates and/or expected pricing parameters of the NotesCertificates and (B) information customarily contained in confirmations of sale of securities and notices of allocations (each such written communication, a “Permitted Underwriter Communication”), provided, that such Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations, provided, further, that no Underwriter has or may distribute any information described in clause (A) above that would be “issuer information” as defined in Rule 433 of the Rules and Regulations other than (i) information that has already been filed with the Commission, (ii) preliminary terms of the Certificates not required to be filed with the Commission and (iii) information relating to the final terms of the Certificates required to be filed with the Commission within two days of the later of the date such final terms have been established for the Certificates and the date of first use of such information pursuant to Rule 433(b)(5)(ii) of the Rules and Regulations. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity Depositor that each Free Writing Prospectus prepared by or on behalf of an such Underwriter which is not listed on Annex I (each each, an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any potential investor in prospective purchaser of the NotesCertificates, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements any misstatement or omissions were omission was the result of any inaccurate information which was publicly available or provided to such Underwriter by or on behalf of the Bank or the Issuing Entity Depositor (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by or on behalf of the Bank or the Issuing Entity Depositor to such Underwriter prior to the Time of Sale. (d) The Bank, Each of the Issuing Entity Depositor and the Underwriters each agrees agree that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under of the ActRules and Regulations. (e) Each Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations. (f) Each Underwriter shall deliver to the Depositor, not less than one Business Day prior to the required date of filing thereof, all information included in a Permitted Underwriter Communication relating to the final terms of the Certificates required to be filed with the Commission pursuant to Rule 433(b)(5)(ii) of the Rules and Regulations. (g) The Depositor shall file with the Commission all information required to be filed that is delivered to it pursuant to Section 11(f) not later than two days after the later of the date such final terms have been established for the Certificates and the date of first use of such information pursuant to Rule 433(b)(5)(ii) of the Rules and Regulations; provided, however, that the Depositor shall have no liability for any such failure resulting from the failure of any Underwriter to provide such information to the Depositor in accordance with Section 11(f).

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational MaterialMaterials”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity that other than the Preliminary Prospectus Time of Sale Information and the final Prospectus, it each Underwriter has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in purchaser of the Offered Notes any other written material of any kind containing any that would constitute a Free Writing Prospectus or a “issuer informationprospectus,” as defined in Rule 433(h)(2Section 2(a)(10) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, that each Underwriter may prepare and convey to one or more of its potential investors purchasers of the Offered Notes a Free Writing Prospectus containing only no more than the following information: (A) information permitted under Rule 134 of the ActRules and Regulations, including bona fide estimates of but not limited to, information relating to the price range for the Notes and the class, size, weighted average life, rating, scheduled final payment date and/or final price of the Notes and information previously included in the Preliminary ProspectusOffered Notes, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Offered Notes and/or expected pricing parameters of each class of the NotesOffered Notes and (B) information customarily contained in confirmations of sale of securities and notices of allocations, provided, that such Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an such Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any potential investor in prospective purchaser of the Offered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements any misstatement or omissions were omission was the result of any inaccurate information which was publicly available or provided to such Underwriter by or on behalf of the Bank or the Issuing Entity (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by or on behalf of the Bank or the Issuing Entity to such Underwriter prior to the Time of Sale. (d) The Bank, Each of the Issuing Entity Bank and the Underwriters each agrees agree that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under of the ActRules and Regulations. (e) Each Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing Prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations.

Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials. (a) Except as generally set forth in the applicable Terms Agreement, each Each Underwriter, severally, represents, represents and warrants and agrees with to the Bank and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, ,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational MaterialMaterials”). If the Bank and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 9 shall apply with respect thereto. (b) Each Underwriter severally represents, warrants and agrees with the Bank and the Issuing Entity that other than the Preliminary Prospectus Time of Sale Information and the final Prospectus, it each Underwriter has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in purchaser of the Notes any other written material of any kind containing any that would constitute a Free Writing Prospectus or a “issuer informationprospectus,” as defined in Rule 433(h)(2Section 2(a)(10) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS Informational and Computational Materials; provided, however, that each Underwriter may prepare and convey to one or more of its potential investors purchasers of the Notes a Free Writing Prospectus containing only no more than the following information: (A) information permitted under Rule 134 of the ActRules and Regulations, including bona fide estimates of but not limited to, information relating to the price range for the Notes and the class, size, weighted average life, rating, scheduled final payment date and/or final price of the Notes and information previously included in the Preliminary ProspectusNotes, as well as a column or other entry showing the status of the subscriptions for each tranche class of the Notes and/or expected pricing parameters of each class of the NotesNotes and (B) information customarily contained in confirmations of sale of securities and notices of allocations, provided, that such Underwriter shall not distribute such Free Writing Prospectus in a manner that would require the filing of such Free Writing Prospectus pursuant to Rule 433(d) of the Rules and Regulations. (c) Each Underwriter severally represents and warrants to the Bank and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an such Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any potential investor in prospective purchaser of the Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements any misstatement or omissions were omission was the result of any inaccurate information which was publicly available or provided to such Underwriter by or on behalf of the Bank or the Issuing Entity (such information, “Issuing Entity Issuer Information”), which information was not corrected by Issuing Entity Issuer Information subsequently supplied by or on behalf of the Bank or the Issuing Entity to such Underwriter prior to the Time of Sale. (d) The Bank, Each of the Issuing Entity Bank and the Underwriters each agrees agree that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under of the ActRules and Regulations. (e) Each Underwriter will, pursuant to reasonable procedures determined in good faith, retain copies of each Underwriter Free Writing Prospectus prepared by it that is not required to be filed with the Commission in accordance with Rule 433 of the Rules and Regulations.