Common use of Offering Communications Clause in Contracts

Offering Communications. Other than the Preliminary Prospectus and the Prospectus, each Underwriter, severally and not jointly, represents, warrants and agrees with TMCC and the 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 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 Act unless such Underwriter has obtained the prior written approval of TMCC and the Seller; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of TMCC, the Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Act) in the form of (i) a CDI Intex file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the 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 Act, (b) information included or to be included in the Preliminary Prospectus

Offering Communications. (a) Other than the Preliminary Prospectus, the Prospectus and the Ratings Issuer Free Writing Prospectus, each Underwriter, Underwriter severally and not jointly, represents, warrants and agrees with TMCC the Seller and the Seller Bank 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 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 Act unless such Underwriter has obtained the prior written approval of TMCC the Seller and the SellerBank; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of TMCC, the Seller or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Act) in containing no more than the form of following: (i) a an Intex CDI Intex file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Issuer Free Writing Prospectus previously filed with the CommissionCommission (each, an “Intex CDI file”), (ii) the Bloomberg Screen, any materials included in one or more investor “road shows” (iii) the Ratings Free Writing Prospectus, or (iv) other written communication containing no more than the following: (a) information contemplated by as defined in Rule 134 433 under the Act, (b) information included or to be included in the Preliminary Prospectusrelating to