Common use of Offering Communications Clause in Contracts

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank and the Depositor that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank and the Depositor; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the Bank, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex 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, (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act. As used herein, the following terms have the following respective meanings:

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank and the Depositor that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank and the Depositor; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the Bank, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (ia) an Intex 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 CommissionCommission (unless such Time of Sale Information is not required to be filed), (iib) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (iiic) information customarily included in confirmations of sales of securities and notices of allocations allocations, or (ivd) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act. As used herein, the following terms have the following respective meanings:

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank VW Credit and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank VW Credit and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankVW Credit, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Securities Act and Act, (b) information included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as and (c) a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Ohio Bank and the Depositor that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Ohio Bank and the Depositor; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the Ohio Bank, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. (a) Other than the Preliminary Prospectus, the Ratings Prospectus and any Free Writing Prospectus and identified in the ProspectusTerms Agreement, each Underwriter severally represents, warrants and agrees with the Bank Drive Consumer and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank Seller and the DepositorDrive Consumer; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankDrive Consumer, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. (a) Other than the Preliminary Prospectus, the Ratings Prospectus and any Free Writing Prospectus and identified in the ProspectusTerms Agreement, each Underwriter severally represents, warrants and agrees with the Bank COAF and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of COAF, the Bank Issuer and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankCOAF, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. (a) Other than the Preliminary Prospectus, the Ratings Prospectus and any Free Writing Prospectus and identified in the ProspectusTerms Agreement, each Underwriter severally represents, warrants and agrees with the Bank COAF and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of COAF, the Bank Issuer and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankCOAF, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing weighted average life; the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank VW Credit and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank VW Credit and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankVW Credit, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank TMCC and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank TMCC and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankTMCC, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, (ii) the Bloomberg Screen or (iii) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Securities Act and Act, (b) information included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as and (c) a column or other entry showing the status of the subscriptions for the Underwritten Notes and/or expected pricing parameters of the NotesUnderwritten Notes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank TMCC and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank TMCC and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankTMCC, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, (ii) the Bloomberg Screen, (iii) the Ratings Free Writing Prospectuses (provided, that the First Ratings Free Writing Prospectus shall only have been used by such Underwriter prior to the availability of the Second Ratings Free Writing Prospectus), (iv) the Upsizing Supplement, or (v) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Securities Act and Act, (b) information included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as (c) information relating to the class, size, rating, CUSIPS, coupon, yield, spread, closing date, legal maturity, weighted average life, expected final payment date, trade date and payment window of one or more classes of Notes, servicer clean up call, eligibility of the Notes to be purchased by XXXXX plans and (d) a column or other entry showing the status of the subscriptions for the Underwritten Notes and/or expected pricing parameters of the NotesUnderwritten Notes (each such other written communication enumerated in this Section 10, clause (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actv), an “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter Underwriter, severally and not jointly, represents, warrants and agrees with the Bank TMCC and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank TMCC and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankTMCC, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an a CDI Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, (ii) the Bloomberg Screen, (iii) the Ratings Free Writing Prospectus, or (iv) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Securities Act and Act, (b) information included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as (c) information relating to the class, size, rating, CUSIPS, coupon, yield, spread, closing date, legal maturity, weighted average life, expected final payment date, trade date and payment window of one or more classes of Notes, servicer clean up call, eligibility of the Notes to be purchased by XXXXX plans and (d) a column or other entry showing the status of the subscriptions for the Underwritten Notes and/or expected pricing parameters of the NotesUnderwritten Notes (each such other written communication enumerated in this Section 11, (iii) information customarily included in confirmations of sales of securities and notices of allocations or clause (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act), an “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank and the Depositor that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank and the Depositor; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the Bank, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. (a) Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank COAF and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank and the DepositorAct; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankCOAF, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under relating to the Securities Act and included or to be included in class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the Time final price of Sale Information or the ProspectusNotes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meaningstype specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. (b) Each Underwriter severally represents, warrants and agrees with COAF and the Seller that: (i) each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any

Offering Communications. (a) Other than the Preliminary Prospectus, the Ratings Prospectus and any Free Writing Prospectus and identified in the ProspectusTerms Agreement, each Underwriter severally represents, warrants and agrees with the Bank COAF and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of COAF, the Bank Issuer and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankCOAF, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank TMCC and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank TMCC and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankTMCC, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, (ii) the Bloomberg Screen, (iii) the Ratings Free Writing Prospectus, or (iv) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Securities Act and Act, (b) information included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (iiic) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within relating to the meaning of Rule 433(h) under the Securities Act. As used hereinclass, the following terms have the following respective meanings:size, rating, CUSIPS, coupon, yield, spread, closing date, legal maturity, weighted average life, expected final

Offering Communications. (a) Other than the Preliminary Prospectus, the Ratings Prospectus and any Free Writing Prospectus and identified in the ProspectusTerms Agreement, each Underwriter severally represents, warrants and agrees with the Bank COAF and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of COAF, the Bank Issuer and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankCOAF, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing weighted average life; the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act. As used herein, the following terms have the following respective meanings:the

Offering Communications. (a) Other than the Preliminary Prospectus, the Ratings Prospectus and any Free Writing Prospectus and identified in the ProspectusTerms Agreement, each Underwriter severally represents, warrants and agrees with the Bank SunTrust and the Depositor that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of SunTrust, the Bank Issuer and the Depositor; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankSunTrust, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank and the Depositor that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank and the Depositor; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the Bank, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex 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 CommissionCommission (unless such Time of Sale Information is not required to be filed), (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act. As used herein, the following terms have the following respective meanings:

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the Bank, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Securities Act and Act, (b) information included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as and (c) a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, an “Underwriter Free Writing Prospectus”). The Bank and the Seller each authorize each Underwriter to disseminate any “road show” (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of as defined under Rule 433(h) under the Securities Act) in which representatives of the Bank or the Seller participate. As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank VW Credit and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank VW Credit and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankVW Credit, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Securities Act and Act, (b) information included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as and (c) a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, an “Underwriter Free Writing Prospectus”). VW Credit and the Seller each authorize each Underwriter to disseminate any “road show” (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of as defined under Rule 433(h) under the Securities Act. As used herein, the following terms have the following respective meanings:)

Offering Communications. (a) Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank COAF and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of COAF, the Bank Issuer and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankCOAF, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, Commission or (ii) other written communication containing no more than the following: information contemplated by Rule 134 under the Securities Act and included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the NotesNotes (each such written communication, (iii) information customarily included in confirmations of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Actan “Underwriter Free Writing Prospectus”). As used herein, the following term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter. (b) Each Underwriter severally represents, warrants and agrees with COAF and the Seller that: (i) each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any 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 no Underwriter makes such representation, warranty or agreement to the extent such untrue statements or omissions were made in reliance upon and in conformity with information contained in the Preliminary Prospectus or the Prospectus or any written information furnished to the related Underwriter by COAF or the Seller specifically for use therein which information was not corrected by information subsequently provided by COAF or the Seller to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus; (ii) each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act; (iii) each Underwriter Free Writing Prospectus prepared by it shall be delivered to COAF and the Seller no later than the time of first use and, unless otherwise agreed to by COAF and the Seller and the related Underwriter, such delivery shall occur no later than 5:00 p.m. (Eastern Time) on the date of first use (which shall be no earlier than the time that the Preliminary Prospectus is filed with the Commission); provided, however, if the date of first use is not a Business Day, such delivery shall occur no later than 5:00 p.m. (Eastern Time) on the first Business Day preceding such date of first use; (iv) none of the information in any Underwriter Free Writing Prospectus will conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof; (v) such Underwriter has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the Act and the rules and regulations thereunder with respect to the generation and use of Underwriter Free Writing Prospectuses in connection with the offering of the Notes. In addition, such Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Underwriter Free Writing Prospectus used by such Underwriter to solicit offers to purchase Notes to the extent not filed with the Commission; (ii) regarding each Underwriter Free Writing Prospectus delivered by such Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms have of such Contract of Sale, as set forth in the following respective meanings:related confirmation of trade; and (vi) such Underwriter shall file any Underwriter Free Writing Prospectus that has been distributed by such Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination within the later of two business days after such Underwriter first provides this information to investors and the date upon which the Company is required to file the Prospectus Supplement with the Commission pursuant to Rule 424(b)(3) of the Act or otherwise as required under Rule 433 of the Act; provided, however, that such Underwriter shall not be required to file any Underwriter Free Writing Prospectus to the extent such Underwriter Free Writing Prospectus includes information in a Free Writing Prospectus, Preliminary Prospectus or Prospectus previously filed with the Commission or that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.

Offering Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Prospectus, each Underwriter severally represents, warrants and agrees with the Bank TMCC and the Depositor Seller that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of the Bank TMCC and the DepositorSeller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of the BankTMCC, the Depositor Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Time of Sale Information Preliminary Prospectus previously filed with the Commission, (ii) the Bloomberg Screen, (iii) the Ratings Free Writing Prospectuses (provided, that the First Ratings Free Writing Prospectus shall only have been used by such Underwriter prior to the availability of the Second Ratings Free Writing Prospectus), (iv) the Upsizing Supplement, or (v) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Securities Act and Act, (b) information included or to be included in the Time of Sale Information Preliminary Prospectus or the Prospectus, as well as (c) information relating to the class, size, rating, CUSIPS, coupon, yield, spread, closing date, legal maturity, weighted average life, expected final payment date, trade date and payment window of one or more classes of Notes, servicer clean up call, eligibility of the Notes to be purchased by XXXXX plans and (d) a column or other entry showing the status of the subscriptions for the Underwritten Notes and/or expected pricing parameters of the NotesUnderwritten Notes (each such other written communication enumerated in this Section 10, clause (iii) information customarily included v), an “Underwriter Free Writing Prospectus”). TMCC and the Seller each authorize each Underwriter to provide potential investors in confirmations the Underwritten Notes access to the Road Show by means of sales of securities and notices of allocations or (iv) and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities ActInternet website located at xxx.xxxxxxxxxxx.xxx, which is operated by NetRoadShow, Inc. for such purpose. As used herein, the following terms have term “Issuer Information” means any information of the following respective meanings:type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.