Common use of Representations and Warranties of the Bank Clause in Contracts

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

Representations and Warranties of the Bank. The Bank hereby represents and warrants to, to the Company that it: 4.1. is acquiring the securities issued and agrees with, SCUSA that (provided, however, that as of the Commencement Date, to be issued to the Bank does pursuant to this Agreement for investment and not represent and warrant with respect a view to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “Commission”) distribution without registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder 1933 (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, relating to the Securities; 4.2. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act has requisite knowledge and experience in financial and business matters to be part capable of evaluating the registration statement at merits and risks of an investment in the time of its effectiveness (“Company and is an accredited investor as defined in Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a501(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness Act; 4.3. understands that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales none of the Securities. Any supplement Capital Notes issued and to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in be issued under this Agreement to the Registration Statementhave been, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 will be, registered under the Securities Act, as or the laws of any jurisdiction; 4.4. agrees that none of the securities issued and to be issued to the Bank pursuant to this Agreement may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except by registration under the Securities Act or otherwise in compliance with the Securities Act, the Israeli Securities Law or any applicable securities laws of any jurisdiction (including pursuant to an exemption therefrom); and 4.5. acknowledges that the securities, upon issuance, will, unless in the reasonable opinion of counsel for the Company such legend is not required in order to ensure compliance under the Securities Act, bear the following legend: THESE SECURITIES [(INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO)]1 HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THESE SECURITIES (INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO) MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) WITH RESPECT TO ANY SUCH SECURITIES OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT. For the avoidance of doubt, nothing in this Section 4 shall derogate from the Company’s obligations under the Registration Rights Agreement. 1 Following the effective date of any registration statement covering the Registration Statement Conversion Shares or any of them, if applicable, bracketed language to be removed from future Capital Notes relating to such Conversion Shares and, at the date request of such Preliminary Prospectus the holder, a substitute Capital Note or Notes omitting the Prospectus, as the case may bracketed language will promptly be and any reference to “amend”, “amendment” or “supplement” with respect delivered to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectusholder.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-36939) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to Chase Securities Inc. pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, or (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-109768) has prepared and been filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, relating to and the SecuritiesRules and Regulations under the Act (the “Rules and Regulations”). Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”)exhibits thereto, is hereinafter referred to herein as the “Registration Statement”; .” The Registration Statement has become effective, and as used hereinno stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the term “Preliminary Prospectus” means each prospectus included in such knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the “Prospectus Supplement”). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the “Base Prospectus.” The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the “Prospectus.” (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Note Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-109768) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-109768) has prepared and been filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, relating to and the SecuritiesRules and Regulations under the Act (the “Rules and Regulations”). Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”)exhibits thereto, is hereinafter referred to herein as the “Registration Statement”; .” The Registration Statement has become effective, and as used hereinno stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the term “Preliminary Prospectus” means each prospectus included in such knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the “Prospectus Supplement”). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the “Base Prospectus.” The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the “Prospectus.” (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Offered Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Offered Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-_____) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Note Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (each Agent the following; provided, however, that as of the Commencement Date, Date the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):) that: (a) The the Bank has prepared and filed with meets the Securities and Exchange Commission requirements for use of Form F-3 (the “CommissionForm F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed a registration statement including a prospectus on Form F-3, including a prospectus, relating to F-3 (File No. 333-139359) in respect of securities (the “Shelf Securities. Such ”) with the Commission; the various parts of such registration statement, as amended at including all exhibits thereto and the time it becomes effective, including documents incorporated by reference in the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of prospectus contained in the registration statement at the time such part of its effectiveness (“Rule 430 Information”)the registration statement became effective, is referred to herein as are hereinafter called the “Registration Statement”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Agents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as used hereinof the date of such prospectus, have been declared effective by the term “Preliminary Prospectus” means each prospectus included Commission in such registration statement form; as of the Commencement Date (and as defined below), no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any amendments thereto) before it becomes effective, any prospectus documents filed with the Commission pursuant subsequent to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus effectiveness and available on the Commission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Prospectus, as Act against the case may be and any reference to “amend”, “amendment” Bank or “supplement” with respect related to the Registration Statementoffering of the Shelf Securities has been initiated or, any Preliminary Prospectus or to the Prospectus (includingknowledge of the Bank, in the case of a particular issue of Securities, threatened by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusCommission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-_____) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriters pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-74600) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank hereby represents and warrants to, to the Company that it: 4.1. is acquiring the securities issued and agrees with, SCUSA that (provided, however, that as of the Commencement Date, to be issued to the Bank does pursuant to this Agreement for investment and not represent with a view to distribution without registration under the U.S. Securities Act of 1933 (the "Securities Act"); 4.2. has requisite knowledge and warrant with respect experience in financial and business matters to be capable of evaluating the Time merits and risks of Sale (an investment in the Company and is an accredited investor as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “Commission”in Rule 501(a) under the Securities Act of 1933, as amended, and the rules and regulations Act; 4.3. understands that none of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act Capital Notes issued and to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) issued under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statementhave been, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 will be, registered under the Securities Act, as or the laws of any jurisdiction; 4.4. agrees that none of the securities issued and to be issued to the Bank pursuant to this Agreement may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except by registration under the Securities Act or otherwise in compliance with the Securities Act, the Israeli Securities Law or any applicable securities laws of any jurisdiction (including pursuant to an exemption therefrom); and 4.5. acknowledges that the securities, upon issuance, will, unless in the reasonable opinion of counsel for the Company such legend is not required in order to ensure compliance under the Securities Act, bear the following legend: THESE SECURITIES [(INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO)](1) HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER JURISDICTION'S SECURITIES LAWS. THESE SECURITIES (INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO) MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") WITH RESPECT TO ANY SUCH SECURITIES OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT. For the avoidance of doubt, nothing in this Section 4 shall derogate from the Company's obligations under the Registration Rights Agreement. (1) Following the effective date of the Registration Statement or covering the Conversion Shares, if applicable, bracketed language to be removed from all future Capital Notes and convertible debentures to be issued and, at the request of the holder, a substitute Capital Note omitting the bracketed language will promptly be delivered to the holder. If shares are directly issued in the Clause 9.4 Equity Issuance, the first sentence of the legend and the first parenthetical in the second sentence will be removed following the effective date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectuscovering such shares.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as each of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The the Bank has prepared and filed with meets the Securities and Exchange Commission requirements for use of Form F-3 (the “CommissionForm F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including a prospectus, relating the Securities and the Conversion Shares; the various parts of such registration statement as amended to the Securities. Such date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement, as amended statement at the time it becomes effective, such part of the registration statement became effective and including the information, information (if any, ) deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“pursuant to Rule 430 Information”)430A or Rule 430B under the Act, is referred to herein as are hereinafter called the “Registration Statement”; ;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as used hereinof the date of such prospectus, have been declared effective by the term “Preliminary Prospectus” means each prospectus included Commission in such registration statement (and form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any amendments thereto) before it becomes effective, any prospectus documents filed with the Commission pursuant subsequent to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or effectiveness in the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration StatementStatement or any post-effective amendment thereto has been issued, any Preliminary Prospectus and no proceeding for that purpose or pursuant to Section 8A of the Prospectus Act against the Bank or related to the offering of the Shelf Securities (includingincluding the Securities and the Conversion Shares) has been initiated or, in to the case knowledge of a particular issue of Securitiesthe Bank, contemplated or threatened by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusCommission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-36939) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, or (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Note Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-109768) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Note Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank hereby represents and warrants to, to the Company that it: 4.1. is acquiring the securities issued and agrees with, SCUSA that (provided, however, that as of the Commencement Date, to be issued to the Bank does pursuant to this Agreement for investment and not represent and warrant with respect a view to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “Commission”) distribution without registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder 1933 (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, relating to the Securities; 4.2. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act has requisite knowledge and experience in financial and business matters to be part capable of evaluating the registration statement at merits and risks of an investment in the time of its effectiveness (“Company and is an accredited investor as defined in Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a501(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness Act; 4.3. understands that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales none of the Securities. Any supplement Capital Notes issued and to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in be issued under this Agreement to the Registration Statementhave been, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 will be, registered under the Securities Act, as or the laws of any jurisdiction; 4.4. agrees that none of the securities issued and to be issued to the Bank pursuant to this Agreement may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except by registration under the Securities Act or otherwise in compliance with the Securities Act, the Israeli Securities Law or any applicable securities laws of any jurisdiction (including pursuant to an exemption therefrom); and 4.5. acknowledges that the securities, upon issuance, will, unless in the reasonable opinion of counsel for the Company such legend is not required in order to ensure compliance under the Securities Act, bear the following legend: THESE SECURITIES [(INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO)]1 HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THESE SECURITIES (INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO) MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) WITH RESPECT TO ANY SUCH SECURITIES OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT. For the avoidance of doubt, nothing in this Section 4 shall derogate from the Company’s obligations under the Registration Rights Agreement. 1 Following the effective date of the Registration Statement or covering the Conversion Shares, if applicable, bracketed language to be removed from all future Capital Notes and convertible debentures to be issued and, at the request of the holder, a substitute Capital Note omitting the bracketed language will promptly be delivered to the holder. If shares are directly issued in the Clause 9.4 Equity Issuance, the first sentence of the legend and the first parenthetical in the second sentence will be removed following the effective date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectuscovering such shares.

Representations and Warranties of the Bank. The Bank represents and warrants to, to and agrees with, SCUSA that (provided, however, that as of with the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank A registration statement on Form S-3 (No. 333-25433), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the offering thereof has prepared and been filed with the Securities and Exchange Commission (the “Commission”"SEC") and such registration statement, as amended, has become effective under the Securities Act of 1933, as amended (the "Act"); such registration statement, as amended, including all information (if any) deemed to be a part of such registration statement as of the Effective Time (as defined below) pursuant to Rule 430A under the Act, and including the exhibits thereto and any material incorporated by reference therein, and the rules and regulations prospectus relating to the sale of the Commission thereunder (collectivelyNotes offered thereby constituting a part thereof, as amended or supplemented, are respectively referred to herein as the “Securities Act”), "Registration Statement" and the "Prospectus"; and the conditions to the use of a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C S-3 under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of set forth in the effective date of the Registration Statement or the date of such Preliminary Prospectus or the ProspectusGeneral Instructions to Form S-3, as the case may be and any reference to “amend”, “amendment” or “supplement” have been satisfied with respect to the Registration Statement. For purposes of this Agreement, any Preliminary Prospectus "Effective Time" means (x) if the Bank has advised the Representative that it does not propose to amend the Registration Statement, the date and time as of which the Registration Statement, or the Prospectus most recent post-effective amendment thereto (includingif any) filed prior to the execution and delivery of this Agreement, in was declared effective by the SEC, or (y) if the Bank has advised the Representative that it proposes to file an amendment or post-effective amendment to the Registration Statement, the date and time as of which the Registration Statement, as amended by such amendment or post-effective amendment, as the case of a particular issue of Securitiesmay be, is declared effective by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such SEC. "Effective Date" means the date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusEffective Time.

Representations and Warranties of the Bank. The Bank hereby represents and warrants to, to the Company that it: 4.1. is acquiring the securities issued and agrees with, SCUSA that (provided, however, that as of the Commencement Date, to be issued to the Bank does pursuant to this Agreement for investment and not represent and warrant with respect a view to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “Commission”) distribution without registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder 1933 (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, relating to the Securities; 4.2. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act has requisite knowledge and experience in financial and business matters to be part capable of evaluating the registration statement at merits and risks of an investment in the time of its effectiveness (“Company and is an accredited investor as defined in Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a501(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness Act; 4.3. understands that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales none of the Securities. Any supplement Capital Notes issued and to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in be issued under this Agreement to the Registration Statementhave been, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 will be, registered under the Securities Act, as or the laws of any jurisdiction; 4.4. agrees that none of the effective date of securities issued and to be issued to the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case Bank pursuant to this Agreement may be and any reference to “amend”sold, “amendment” offered for sale, transferred, pledged, hypothecated or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case otherwise disposed of a particular issue of Securities, except by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date registration under the Securities Exchange Act of 1934, as amended, and or otherwise in compliance with the rules and regulations of the Commission thereunder (collectivelySecurities Act, the Israeli Securities Law or any applicable securities laws of any jurisdiction (including pursuant to an exemption therefrom); and 4.5. acknowledges that the securities, upon issuance, will, unless in the reasonable opinion of counsel for the Company such legend is not required in order to ensure compliance under the Securities Act, bear the following legend: THESE SECURITIES [(INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO)]1 HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THESE SECURITIES (INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO) MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE “Exchange ActACT”) that are deemed to be incorporated by reference thereinWITH RESPECT TO ANY SUCH SECURITIES OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT. Capitalized terms used but not defined herein For the avoidance of doubt, nothing in this Section 4 shall have derogate from the meanings given to such terms in Company’s obligations under the Registration Statement and the ProspectusRights Agreement.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-74600) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Note Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Series Certificate or Notes, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the applicable Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank has prepared Two registration statements on Form S-3 (Nos. 333-36939 and 333-60994) have been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations Regulations under the Act (the "Rules and Regulations"). Such registration statements, as amended on the date that each such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the exhibits thereto, are hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Commission thereunder (collectivelyRegistration Statement has been issued, and no proceeding for that purpose has been instituted or, to the “Securities Act”)knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form F-3S-3 under the Act, including as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus, prospectus supplement to the Base Prospectus (as defined herein) relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Note Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-____) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Securities Act Rules and Regulations a prospectus supplement to be the Base Prospectus (as defined herein) relating to the sale of the [Securities] [Notes] (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank [to _______________] [to the Bank] [pursuant to the Certificate Underwriting Agreement and] the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement[, the Certificate Underwriting Agreement,] and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, or (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement[, the Certificate Underwriting Agreement] and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement [and the rules Certificate Underwriting Agreement] [have] [has] been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriter that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesCertificates. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and any amendments theretoincluding (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriter. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriter shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriter prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriter in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registra- (i) an additional registration statement, including the contents of the Initial Registration Statement incorporated by reference therein and any amendments theretoincluding all information (if any) before it becomes effective, any prospectus deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the applicable Pricing Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be deemed in all substantial respects in the form furnished to refer the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and include any documents the Additional Registration Statement (if any), relating to the Series Certificate or Notes, have been filed after with the Commission and such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insol- vency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the ------------------------------------------ execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriter that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesCertificates. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated Chase Securities Inc. December 10, 1997 Page 3 by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriter. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriter shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriter prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriter in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents BANK represents, warrants, covenants and warrants to, undertakes the following to be true and agrees with, SCUSA that (provided, however, that correct as of the Commencement date hereof and that the following will be true and correct on the Determining Date and is aware and acknowledges that the PURCHASERS have agreed to enter into this Agreement and the transactions contemplated herein in reliance on these representations, warranties, covenants and undertakings of the BANK: 2.1.1 ATAD is a private company duly registered in Israel; its registration number with the Registrar of Companies is 51-000000-0; xx is wholly owned and controlled by BHP; and it is an active company lawfully conducting its business and it has all the powers and authorities to enter into this Agreement and to fulfill all its undertakings hereunder. 2.1.2 BHP is a public company duly registered as a bank in Israel; its registration number with the Registrar of Companies is 52-000000-0, xxd it is an active company lawfully conducting its business and it has all the powers and authorities to enter into this Agreement and to fulfill all its undertakings hereunder. 2.1.3 Save as set out in Section 7.1 of the Main Agreement each of BHP and ATAD have completed all such corporate acts and proceedings required under their incorporation documents and under law for entering into this Agreement and the fulfillment of their undertakings hereunder. 2.1.4 ATAD is the record owner and holder of the Shares; the Shares and ATAD's rights therein are free and clear of any Third Party Right, and there is nothing to prevent the sale and transfer of the Shares to the PURCHASERS as set out hereinafter in this Agreement. 2.1.5 On October 30, 1985, and at all times thereafter until the Determining Date, BHP was, is, and will be the Bank does "Beneficial Owner" (as the term is defined in Section 912 of the New York Business Corporation Law), directly or through ATAD (which is and always was a wholly owned subsidiary of BHP), of not represent less than 20% of the outstanding voting stock of AMPAL. 2.1.7 On the Determining Date, BHP will be the sole record and warrant with respect Beneficial Owner and holder of the Shares and will transfer the Shares to the Time PURCHASERS free and clear of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusThird Party Right.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3on (i) an additional registration statement, including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a prospectus, part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Securities. Such registration statement, as amended at Series Certificate and the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Initial Registration Statement and such Additional Registration Statement. If the Prospectus.Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriter that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), including a form of prospectus, relating to the Securities. Such Series Certificate and the (i) an additional registration statement, as amended at the time it becomes effective, including the information, contents of the Initial Registration Statement incorporated by reference therein and including all information (if any, ) deemed to be a part of such additional registration statement pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “430A(b)(the "Additional Registration Statement”; ") relating to the Series Certificate and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.Additional

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-60994) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Note Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (each Agent the following; provided, however, that as of the date hereof (the “Commencement Date, ”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):) that: (a) The the Bank has prepared and filed with meets the Securities and Exchange Commission requirements for use of Form F-9 (the “CommissionForm F-9”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed a registration statement including a prospectus on Form F-3, including a prospectus, relating to F-9 (File No. 333-167637) in respect of securities (the “Shelf Securities. Such ”) with the Commission; the various parts of such registration statement, as amended at including all exhibits thereto and the time it becomes effective, including documents incorporated by reference in the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of prospectus contained in the registration statement at the time such part of its effectiveness (“Rule 430 Information”)the registration statement became effective, is referred to herein as are hereinafter called the “Registration Statement”; such Registration Statement (including any pre-effective amendment thereto) and as used hereinany post-effective amendment thereto, each in the term “Preliminary Prospectus” means each prospectus included form heretofore delivered to the Agents, have been declared effective by the Commission in such registration statement (and form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any amendments thereto) before it becomes effective, any prospectus documents filed with the Commission subsequent to the date of such effectiveness and available on the Commission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Rule 424(a) under Section 8A of the Act against the Bank or related to the offering of the Shelf Securities Act and has been initiated or, to the knowledge of the Bank, threatened by the Commission. The short form base shelf prospectus covering the Shelf Securities dated July 7, 2010, included in the such Registration Statement at the time of its effectiveness that omits Rule 430 InformationStatement, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of confirm sales of the Securities. Any supplement Notes (or in the form first made available to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, Agents by the applicable Pricing Supplement) shall be deemed Bank to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.meet requests

Representations and Warranties of the Bank. The Upon the execution ------------------------------------------ of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder thereun- Chase Securities Inc. March 2, 1998 Page 3 (collectivelyi) an additional registration statement, including the “Securities Act”), contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement on Form F-3, including a prospectus, pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed Chase Securities Inc. March 2, 1998 Page 4 and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have been filed with the Commission and include any documents filed after such date under the Initial Registration Chase Securities Exchange Act of 1934Inc. March 2, 1998 Page 5 Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Chase Securities Inc. March 2, 1998 Page 6 Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is Chase Securities Inc. March 2, 1998 Page 7 required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggre- gate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (each Agent the following; provided, however, that as of the Commencement Date, Date the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):) that: (a) The the Bank has prepared and filed with meets the Securities and Exchange Commission requirements for use of Form F-3 (the “CommissionForm F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed a registration statement including a prospectus on Form F-3, including a prospectus, relating to F-3 (File No. 333-171806) in respect of securities (the “Shelf Securities. Such ”) with the Commission; the various parts of such registration statement, as amended at including all exhibits thereto and the time it becomes effective, including documents incorporated by reference in the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of prospectus contained in the registration statement at the time such part of its effectiveness (“Rule 430 Information”)the registration statement became effective, is referred to herein as are hereinafter called the “Registration Statement”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Agents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as used hereinof the date of such prospectus, have been declared effective by the term “Preliminary Prospectus” means each prospectus included Commission in such registration statement form; as of the Commencement Date (and as defined below), no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any amendments thereto) before it becomes effective, any prospectus documents filed with the Commission pursuant subsequent to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus effectiveness and available on the Commission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Prospectus, as Act against the case may be and any reference to “amend”, “amendment” Bank or “supplement” with respect related to the Registration Statementoffering of the Shelf Securities has been initiated or, any Preliminary Prospectus or to the Prospectus (includingknowledge of the Bank, in the case of a particular issue of Securities, threatened by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusCommission.

Representations and Warranties of the Bank. The Upon the ------------------------------------------ execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriter that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesCertificates. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) Chase Securities Inc. September 15, 1997 Page 3 deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriter. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriter shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriter prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed Chase Securities Inc. September 15, 1997 Page 4 pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; Chase Securities Inc. September 15, 1997 Page 5 (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriter in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound Chase Securities Inc. September 15, 1997 Page 6 which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (each Agent the following; provided, however, that as of the date hereof (the “Commencement Date, ”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):) that: (a) The the Bank has prepared and filed with meets the Securities and Exchange Commission requirements for use of Form F-3 (the “CommissionForm F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed a registration statement including a prospectus on Form F-3, including a prospectus, relating to F-3 (File No. 333-211718) in respect of securities (the “Securities. Such ”) with the Commission; the various parts of such registration statement, as amended at including all exhibits thereto and the time it becomes effective, including documents incorporated by reference in the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of prospectus contained in the registration statement at the time such part of its effectiveness (“Rule 430 Information”)the registration statement became effective, is referred to herein as are hereinafter called the “Registration Statement”; such Registration Statement (including any pre-effective amendment thereto) and as used hereinany post-effective amendment thereto, each in the term “Preliminary Prospectus” means each prospectus included form heretofore delivered to the Agents, has been declared effective by the Commission in such registration statement (and form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any amendments thereto) before it becomes effective, any prospectus documents filed with the Commission subsequent to the date of such effectiveness and available on the Commission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Rule 424(a) under Section 8A of the Act against the Bank or related to the offering of the Securities Act and has been initiated or, to the knowledge of the Bank, threatened by the Commission. The base prospectus covering the Securities dated June 30, 2016, included in the such Registration Statement at the time of its effectiveness that omits Rule 430 InformationStatement, and the term “Prospectus” means the prospectus in the form first used to confirm sales of the Notes (or in the form first made available upon request to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement, dated June 30, 2016 (the “Prospectus Supplement”) specifically relating to the Notes, in connection with confirmation of the form first used to confirm sales of the Securities. Any supplement Notes (or in the form first made available to the Prospectus that sets forth only Agents by the terms Bank to meet requests of a specific offering of Securities purchasers pursuant to Rule 173 under the Act), is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.referred

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333- 7575) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to Chase Securities Inc. pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, or (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-36939) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriters pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents ------------------------------------------ and warrants to, and agrees with, SCUSA that the Underwriters that: (providedi) A registration statement on Form S-3 (having the registration number stated in the applicable Terms Agreement), however, that including a prospectus and such amendments thereto as of the Commencement Date, the Bank does not represent and warrant with respect may have been required to the Time date of Sale execution of such Terms Agreement, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (as defined belowthe "Act"), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and been filed with the Securities and Exchange Commission (the “"Commission”"), (which may have included one or more preliminary prospectuses and prospectus supplements (each, a "Prelimi- nary Prospectus") under meeting the Securities Act requirements of 1933Rule 430 of the Act), and such registration statement, as amended, has become effective; such registration statement, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, prospectus relating to the Securities. Such registration statementsale of the Certificates offered thereby by the Bank constituting a part thereof, as from time to time amended at the time it becomes effective, or supplemented (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b) of the rules and regulations of the Commission (the "Rules and Regulations") under the Securities Act Act), are respectively referred to herein as the "Registration Statement" and the prospectus included "Prospectus"; provided, however, that a supplement to the -------- ------- Prospectus prepared pursuant to Section 5(a) hereof (each, a "Prospectus Supplement") shall be deemed to have supplemented the Prospectus only with respect to the offering of the Certificates to which it relates. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the Registration Statement at the time of its effectiveness that omits Rule 430 InformationGeneral Instructions to Form S-3, and the term “Prospectus” means the prospectus in the form first used (or made available upon request conditions of purchasers pursuant to Rule 173 415 under the Securities Act) in connection , have been satisfied with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement respect to the Registration Statement. (ii) as of the date of execution of the related Terms Agreement, the Registration Statement and the Prospectus, except with respect to any modification to which Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Underwriters prior to such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus or, if applicable, Series Term Sheet (as defined below) that has previously been furnished to you) as the Bank has advised Representatives, prior to such time, will be included or made therein. (iii) on the effective date of the Registration Statement, the Registration Statement and the Prospectus complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and on the date of each Terms Agreement and on each Closing Date (as defined below), the Registration Statement, the Prospectus and any Series Term Sheet will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to -------- ------- information contained in or omitted from any of such documents based upon written information furnished to the Bank by any Underwriter relating to such Underwriter specifically for use in connection with the preparation of the Registration Statement, the Prospectus or such Series Term Sheet. (iv) As of the Closing Date of the applicable Series of Certificates, the representations and warranties of the Bank in the Pooling and Servicing Agreement will be true and correct. (v) The Bank is an association duly organized, validly existing and in good standing as a licensed national banking association under the laws of the United States, and has all requisite power and authority to own its properties and conduct in all material respects its business as presently conducted and to execute, deliver and perform this Agreement and the applicable Terms Agreement, to authorize the issuance of the Certificates and to consummate the transactions contemplated hereby. (vi) The execution, delivery and performance by the Bank of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, any Preliminary Prospectus Enhancement Agreement, the issuance of the Certificates and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings. (vii) This Agreement and the Prospectus shall be deemed applicable Terms Agreement have been duly executed and delivered by the Bank. (viii) The information, other than projections based upon historical data, provided to refer you by the Bank in connection with this Agreement and the sale of the Certificates and described on Schedule II attached to and include the documents incorporated by reference therein pursuant to Item 6 applicable Terms Agreement when taken collectively, did not, as of Form F-3 under the Securities Actdate such information was provided, or as of the effective date of the Registration Statement Statement, or as of the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and does not as of the date hereof, contain any reference untrue statement of a material fact or omit to “amend”, “amendment” or “supplement” with respect state any material fact necessary in order to make the statements therein not misleading. (ix) The Bank has authorized the conveyance of the Receivables to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amendedTrust, and the rules Bank has authorized the Trust to issue the Certificates. (x) The Bank has delivered to you complete and regulations correct copies of (i) the December 31, 1996 and 1997 audited consolidated balance sheets of First Chicago NBD Corporation (the predecessor of the Commission thereunder parent of the Bank); (collectivelyii) publicly available portions of the Consolidated Report of Condition and Income of the Bank for the years ended December 31, 1996, and 1997 as submitted to the “Exchange Act”Comptroller of the Currency; (iii) that are deemed publicly available portions of the Consolidated Report of Condition and Income of the Bank for the period ended June 30, 1998 as submitted to be incorporated by reference thereinthe Comptroller of the Currency and (iv) such other similar items, if any, identified in the Terms Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 1997. (xi) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servic- ing Agreement, any Enhancement Agreement and the Certificates shall have been paid or will be paid by the Bank at or prior to the Closing Date. (xii) The Certificates have been duly and validly authorized, and, when validly authenticated, issued and delivered in accordance with the Pooling and Servicing Agreement and sold to the Underwriters as provided herein and in the applicable Terms Agreement, will conform in all material respects to the description thereof contained in the Prospectus and will be validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank has prepared Two registration statements on Form S-3 (Nos. 333-36939 and 333-74600) have been filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "ACT"), and the rules Rules and regulations Regulations under the Act (the "RULES AND REGULATIONS"). Such registration statements, as amended on the date that each such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the exhibits thereto, are hereinafter referred to as the "REGISTRATION STATEMENT." The Registration Statement has become effective, and no stop order suspending the effectiveness of the Commission thereunder (collectivelyRegistration Statement has been issued, and no proceeding for that purpose has been instituted or, to the “Securities Act”)knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form F-3S-3 under the Act, including as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus, prospectus supplement to the Base Prospectus (as defined herein) relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under sale of the Securities Act to be (the "PROSPECTUS SUPPLEMENT"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "BASE PROSPECTUS." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "PROSPECTUS." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on (i) an additional registration statement, including the contents of the Initial Registration Statement incorporated by reference therein and any amendments theretoincluding all information (if any) before it becomes effective, any prospectus deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the applicable Pricing Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be deemed in all substantial respects in the form furnished to refer the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and include any documents the Additional Registration Statement (if any), relating to the Series Certificate or Notes, have been filed after with the Commission and such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Addi- tional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was (i) an additional registration statement, including the contents of the Initial Registration Statement incorporated by reference therein and any amendments theretoincluding all information (if any) before it becomes effective, any prospectus deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the applicable Pricing Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be deemed in all substantial respects in the form furnished to refer the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and include any documents the Additional Registration Statement (if any), relating to the Series Certificate or Notes, have been filed after with the Commission and such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the applicable Pricing Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be deemed in all substantial respects in the form furnished to refer the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and include any documents the Additional Registration Statement (if any), relating to the Series Certificate or Notes, have been filed after with the Commission and such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333- ) has prepared and been filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a and the Rules and Regulations under the Act (the “Rules and Regulations”). Such registration statement on Form F-3statement, including a prospectusas amended, relating to has been declared effective by the SecuritiesCommission. Such registration statement, as amended at as of the time it becomes effectivebecame effective (including without limitation each deemed effective date and time in accordance with Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including the information, if any, all material incorporated by reference therein and all information deemed to be part thereof pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), Rules and Regulations is hereinafter referred to herein as the “Registration Statement”; .” No stop order suspending the effectiveness of the Registration Statement has been issued, and as used hereinno proceeding for that purpose has been instituted or, to the term “Preliminary Prospectus” means each prospectus included in such knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement (on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and any amendments thereto) before it becomes effectivethe conditions of Rule 415 of the Rules and Regulations, any prospectus have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(a424(b) under of the Rules and Regulations a preliminary prospectus supplement dated [ , 20 ] relating to the sale of the Securities Act and (the “Preliminary Prospectus Supplement”) accompanied by the base prospectus included in dated [ , 20 ] (the Registration Statement at “Base Prospectus”; together with the time of its effectiveness that omits Rule 430 InformationPreliminary Prospectus Supplement, and the term “Preliminary Prospectus” means ”). The Bank proposes to file with the prospectus in the form first used (or made available upon request of purchasers Commission pursuant to Rule 173 under 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Securities Act(the “Prospectus Supplement”) in connection with confirmation of sales of the Securities. Any supplement to the Base Prospectus that sets forth only (together with the terms of a specific offering of Securities is hereinafter called a Prospectus Supplement, the “Pricing SupplementProspectus”). Any reference in this Agreement to the Registration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act, as of the effective date of the Registration Statement Effective Time or the date of such the Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any the Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. (b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement. Capitalized terms used but The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Notes were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Notes (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto. (e) The Time of Sale Information, at the Time of Sale, did not defined herein include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall have of necessity appear in the meanings given Prospectus]1; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Time of Sale Information. (f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank 1 The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information. makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto. (g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such terms Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]2; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. (h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (i) When the Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registra- (i) an additional registration statement, including the contents of the Initial Registration Statement incorporated by reference therein and any amendments theretoincluding all information (if any) before it becomes effective, any prospectus deemed to be a part of such additional registration statement pursuant to Rule 430A(b) (the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the applicable Pricing Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recentlx xxxxxxx xnd filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be deemed in all substantial respects in the form furnished to refer the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and include any documents the Additional Registration Statement (if any), relating to the Series Certificate or Notes, have been filed after with the Commission and such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this J.P. Morgan Securities Inc. December 10, 2001 Page 5 represexxxxxxx xxx warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insol- vency, xxxxxxxxxxxion, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach J.P. Morgan Securities Inc. December 10, 2001 Page 7 or violxxxxx xx xxy of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Series Certificate or Notes, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue. Chase Securities Inc. statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the applicable Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents ------------------------------------------ and warrants to, and agrees with, SCUSA that the Underwriters that: (providedi) A registration statement on Form S-3 (having the registration number stated in the applicable Terms Agreement), however, that including a prospectus and such amendments thereto as of the Commencement Date, the Bank does not represent and warrant with respect may have been required to the Time date of Sale execution of such Terms Agreement, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (as defined belowthe "Act"), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and been filed with the Securities and Exchange Commission (the “"Commission”"), (which may have included one or more preliminary prospec- tuses and prospectus supplements (each, a "Preliminary Prospectus") under meeting the Securities Act requirements of 1933Rule 430 of the Act), and such registration statement, as amended, has become effective; such registration statement, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-3, including a prospectus, prospectus relating to the Securities. Such registration statementsale of the Certificates offered thereby by the Bank constituting a part thereof, as from time to time amended at the time it becomes effective, or supplemented (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b) of the rules and regulations of the Commission (the "Rules and Regulations") under the Securities Act Act), are respectively referred to herein as the "Registration Statement" and the prospectus included in the Registration Statement at the time of its effectiveness "Prospectus"; provided, however, that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any -------- ------- a supplement to the Prospectus that sets forth prepared pursuant to Section 5(a) hereof (each, a "Prospectus Supplement") shall be deemed to have supplemented the Prospectus only with respect to the terms offering of the Certificates to which it relates. The conditions to the use of a specific offering registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement Rule 415 under the Act, have been satisfied with respect to the Registration Statement. (ii) as of the date of execution of the related Terms Agreement, the Registration Statement and the Prospectus, except with respect to any modification to which Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Underwriters prior to such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus or, if applicable, Series Term Sheet (as defined below) that has previously been furnished to you) as the Bank has advised Representatives, prior to such time, will be included or made therein. (iii) on the effective date of the Registration Statement, the Registration Statement and the Prospectus complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any mate- rial fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and on the date of each Terms Agreement and on each Closing Date (as defined below), the Registration Statement, the Prospectus and any Series Term Sheet will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing -------- ------- does not apply to information contained in or omitted from any of such documents based upon written information furnished to the Bank by any Underwriter specifically for use in connection with the preparation of the Registration Statement, the Prospectus or such Series Term Sheet. (iv) As of the Closing Date of the applicable Series of Certificates, the representations and warranties of the Bank in the Pooling and Servicing Agreement will be true and correct. (v) The Bank is an association duly organized, validly existing and in good standing as a licensed national banking association under the laws of the United States, and has all requisite power and authority to own its properties and conduct in all material respects its business as presently conducted and to execute, deliver and perform this Agreement and the applicable Terms Agreement, to authorize the issuance of the Certificates and to consummate the transactions contemplated hereby. (vi) The execution, delivery and performance by the Bank of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, any Preliminary Prospectus Enhancement Agreement, the issuance of the Certificates and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings. (vii) This Agreement and the Prospectus shall be deemed applicable Terms Agreement have been duly executed and delivered by the Bank. (viii) The information, other than projections based upon historical data, provided to refer you by the Bank in connection with this Agreement and the sale of the Certificates and described on Schedule II attached to and include the documents incorporated by reference therein pursuant to Item 6 applicable Terms Agreement when taken collectively, did not, as of Form F-3 under the Securities Actdate such information was provided, or as of the effective date of the Registration Statement Statement, or as of the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and does not as of the date hereof, contain any reference untrue statement of a material fact or omit to “amend”, “amendment” or “supplement” with respect state any material fact necessary in order to make the statements therein not misleading. (ix) The Bank has authorized the conveyance of the Receivables to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amendedTrust, and the rules Bank has authorized the Trust to issue the Certificates. (x) The Bank has delivered to you complete and regulations correct copies of (i) the December 31, 1997 and 1998 audited consolidated balance sheets of BANK ONE CORPORATION (the parent of the Commission thereunder Bank); (collectivelyii) publicly available portions of the Consolidated Report of Condition and Income of the Bank for the years ended December 31, 1997, and 1998 as submitted to the “Exchange Act”Comptroller of the Currency; (iii) that are deemed publicly available portions of the Consolidated Report of Condition and Income of the Bank for the period ended March 31, 1999 as submitted to be incorporated by reference thereinthe Comptroller of the Currency; and (iv) such other similar items, if any, identified in the Terms Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 1998. (xi) Any taxes, fees and other governmental charges in connection with the execution, BANC ONE CAPITAL MARKETS, INC. June 7, 1999 Page 6 delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, any Enhancement Agreement and the Certificates shall have been paid or will be paid by the Bank at or prior to the Closing Date. (xii) The Certificates have been duly and validly authorized, and, when validly authenticated, issued and delivered in accordance with the Pooling and Servicing Agreement and sold to the Underwriters as provided herein and in the applicable Terms Agreement, will conform in all material respects to the description thereof contained in the Prospectus and will be validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333- ) has prepared and been filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a and the Rules and Regulations under the Act (the “Rules and Regulations”). Such registration statement on Form F-3statement, including a prospectusas amended, relating to has been declared effective by the SecuritiesCommission. Such registration statement, as amended at as of the time it becomes effectivebecame effective (including without limitation each deemed effective date and time in accordance with Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including the information, if any, all material incorporated by reference therein and all information deemed to be part thereof pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), Rules and Regulations is hereinafter referred to herein as the “Registration Statement”; .” No stop order suspending the effectiveness of the Registration Statement has been issued, and as used hereinno proceeding for that purpose has been instituted or, to the term “Preliminary Prospectus” means each prospectus included in such knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement (on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and any amendments thereto) before it becomes effectivethe conditions of Rule 415 of the Rules and Regulations, any prospectus have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(a424(b) under of the Rules and Regulations a preliminary prospectus supplement dated [ , 20 ] relating to the sale of the Securities Act and (the “Preliminary Prospectus Supplement”) accompanied by the base prospectus included in dated [ , 20 ] (the Registration Statement at “Base Prospectus”; together with the time of its effectiveness that omits Rule 430 InformationPreliminary Prospectus Supplement, and the term “Preliminary Prospectus” means ”). The Bank proposes to file with the prospectus in the form first used (or made available upon request of purchasers Commission pursuant to Rule 173 under 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Securities Act(the “Prospectus Supplement”) in connection with confirmation of sales of the Securities. Any supplement to the Base Prospectus that sets forth only (together with the terms of a specific offering of Securities is hereinafter called a Prospectus Supplement, the “Pricing SupplementProspectus”). Any reference in this Agreement to the Registration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act, as of the effective date of the Registration Statement Effective Time or the date of such the Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any the Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. (b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Registration Statement. Capitalized terms used but The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Certificates were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Certificates (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto. (e) The Time of Sale Information, at the Time of Sale, did not defined herein include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall have of necessity appear in the meanings given Prospectus]1;provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Time of Sale Information. (f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto. 1 The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information. (g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriter in its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such terms Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]2;provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. (h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (i) When the Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. 2 The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information. (j) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (k) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (l) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (m) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (n) As of the Closing Date, the representations and warranties of the Bank, as Depositor and Servicer, in the Trust Agreement will be true and correct. (o) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank. (p) On the date on which the first bona fide offer of the Certificates is made, the Bank will not be an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesCertificates. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing Chase Securities Inc. November 13, 1998 Page 4 the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank Chase Securities Inc. November 13, 1998 Page 6 by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Chase Securities Inc. November 13, 1998 Page 7 Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (each Agent the following; provided, however, that as of the date hereof (the “Commencement Date, ”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):) that: (a) The the Bank has prepared and filed with meets the Securities and Exchange Commission requirements for use of Form F-10 (the “CommissionForm F-10”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed a registration statement including a prospectus on Form F-3, including a prospectus, relating to F-10 (File No. 333-181769) in respect of securities (the “Shelf Securities. Such ”) with the Commission; the various parts of such registration statement, as amended at including all exhibits thereto and the time it becomes effective, including documents incorporated by reference in the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of prospectus contained in the registration statement at the time such part of its effectiveness (“Rule 430 Information”)the registration statement became effective, is referred to herein as are hereinafter called the “Registration Statement”; such Registration Statement (including any pre-effective amendment thereto) and as used hereinany post-effective amendment thereto, each in the term “Preliminary Prospectus” means each prospectus included form heretofore delivered to the Agents, have been declared effective by the Commission in such registration statement (and form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any amendments thereto) before it becomes effective, any prospectus documents filed with the Commission subsequent to the date of such effectiveness and available on the Commission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Rule 424(a) under Section 8A of the Act against the Bank or related to the offering of the Shelf Securities Act and has been initiated or, to the knowledge of the Bank, threatened by the Commission. The short form base shelf prospectus covering the Shelf Securities dated June 15, 2012, included in the such Registration Statement at the time of its effectiveness that omits Rule 430 InformationStatement, and the term “Prospectus” means the prospectus in the form first used to confirm sales of the Notes (or in the form first made available upon request to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement, dated June 15, 2012 (the “Prospectus Supplement”) specifically relating to the Notes, in connection with confirmation of the form first used to confirm sales of the Securities. Any supplement Notes (or in the form first made available to the Prospectus Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act), is hereinafter referred to as the “Program Prospectus”; the Program Prospectus, as supplemented by a pricing supplement that sets forth only the terms of a specific offering particular issue of Securities is hereinafter called the Notes (a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including), in the case form first used to confirm sales of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.the

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), (i) an additional registration statement, including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a prospectus, part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Securities. Such registration statement, as amended at Series Certificate and the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Initial Registration Statement and such Additional Registration Statement. If the Prospectus.Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing

Representations and Warranties of the Bank. The Upon ------------------------------------------ the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):each Underwriter that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance Chase Securities Inc. February 19, 1997 Page 3 (i) an additional registration statement, including the Securities Act of 1933, as amended, and the rules and regulations contents of the Commission thereunder Initial Registration Statement incorporated by reference therein and including all information (collectively, the “Securities Act”), if any) deemed to be a part of such additional registration statement on Form F-3, including a prospectus, pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement Chase Securities Inc. February 19, 1997 Page 4 and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Representative shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have -been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall -------- ------- apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of an Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Chase Securities Inc. February 19, 1997 Page 7 Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-3F-3 (File No. 333-200089), including a prospectus, relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on (i) an additional registration statement, including the contents of the Initial Registration Statement incorporated by reference therein and any amendments theretoincluding all information (if any) before it becomes effective, any prospectus deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the applicable Pricing Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be deemed in all substantial respects in the form furnished to refer the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and include any documents the Additional Registration Statement (if any), relating to the Series Certificate or Notes, have been filed after with the Commission and such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):each Underwriter that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesCertificates. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Representative shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have -been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of an Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-____) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Securities Act Rules and Regulations a prospectus supplement to be the Base Prospectus (as defined herein) relating to the sale of the Certificates (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under of the Securities Rules and Regulations, is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein; (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, the Bank makes no representation and warranty as to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus; (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) On the Closing Date, the Certificates will have been duly and validly authorized and, when such Certificates are duly and validly executed by or on behalf of the Bank, authenticated by the Trustee and delivered in accordance with the Pooling and Servicing Agreement and delivered and paid for as the case may provided herein, will be validly issued and any reference to “amend”, “amendment” or “supplement” with respect outstanding and entitled to the Registration Statementbenefits and security afforded by the Pooling and Servicing Agreement. (f) The execution, delivery and performance by the Bank of this Agreement and the Pooling and Servicing Agreement, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, or (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank and the Trust to consummate such transactions. (g) When executed and delivered by the applicable Pricing Supplementparties thereto, the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (h) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), required in connection with the execution, delivery and performance of this Agreement and the Pooling and Servicing Agreement has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (i) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Pooling and Servicing Agreement will be true and correct. (j) This Agreement has been duly executed and delivered by the ProspectusBank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesCertificates. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or Bylaws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-131760) has prepared and been filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a and the Rules and Regulations under the Act (the “Rules and Regulations”). Such registration statement on Form F-3statement, including a prospectusas amended, relating to has been declared effective by the SecuritiesCommission. Such registration statement, as amended at as of the time it becomes effectivebecame effective (including without limitation each deemed effective date and time in accordance with Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including the information, if any, all material incorporated by reference therein and all information deemed to be part thereof pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), Rules and Regulations is hereinafter referred to herein as the “Registration Statement”; .” No stop order suspending the effectiveness of the Registration Statement has been issued, and as used hereinno proceeding for that purpose has been instituted or, to the term “Preliminary Prospectus” means each prospectus included in such knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement (on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and any amendments thereto) before it becomes effectivethe conditions of Rule 415 of the Rules and Regulations, any prospectus have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(a424(b) of the Rules and Regulations a preliminary prospectus supplement dated June 5, 2006 relating to the sale of the Offered Notes and the Certificates (including the static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Securities Act and Act, without regard to whether such information is deemed to be a part of the prospectus included in under Item 1105(d) of Regulation AB under the Registration Statement at Act, the time of its effectiveness that omits Rule 430 Information“Preliminary Prospectus Supplement”) accompanied by the base prospectus dated June 5, and 2006 (the term “Base Prospectus” means ”; together with the prospectus in Preliminary Prospectus Supplement, the form first used (or made available upon request of purchasers “Preliminary Prospectus”). The Bank proposes to file with the Commission pursuant to Rule 173 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Offered Notes and the Certificates (including the static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Securities Act) in connection with confirmation of sales , without regard to whether such information is deemed to be a part of the Securities. Any supplement prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the Base Prospectus that sets forth only (together with the terms of a specific offering of Securities is hereinafter called a Prospectus Supplement, the “Pricing SupplementProspectus”). Any reference in this Agreement to the Registration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act, as of the effective date of the Registration Statement Effective Time or the date of such the Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, any the Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. (b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Registration Statement. Capitalized terms used but The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Certificates were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Certificates (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto. (e) The Time of Sale Information, at the Time of Sale, did not defined herein shall have include an untrue statement of a material fact or omit to state an material fact necessary in order to make the meanings given statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Time of Sale Information. (f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto. (g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriter in its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such terms Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. (h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (i) When the Offered Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Offered Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (j) When the Class A-1 Notes have been duly executed by the Owner Trustee on behalf of the Trust, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered to or at the direction of the Bank pursuant to the Sale and Servicing Agreement, the Class A-1 Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (k) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (l) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (m) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (n) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (o) As of the Closing Date, the representations and warranties of the Bank, as Depositor and Servicer, in the Trust Agreement will be true and correct. (p) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank. (q) On the date on which the first bona fide offer of the Certificates is made, the Bank will not be an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Representations and Warranties of the Bank. The Upon the ------------------------------------------ execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriter that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesCertificates. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Chase Securities Inc. December 17, 1997 Page 3 (i) an additional registration statement, including the information, contents of the Initial Registration Statement incorporated by reference therein and including all information (if any, ) deemed to be a part of such additional registration statement pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “430A(b)(the "Additional Registration Statement”; and as used herein, ") relating to the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration state- Chase Securities Inc. December 17, 1997 Page 4 ment has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriter. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriter shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriter prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been Chase Securities Inc. December 17, 1997 Page 5 instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws Chase Securities Inc. December 17, 1997 Page 6 of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriter in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under Chase Securities Inc. December 17, 1997 Page 7 state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-74600) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Note Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-7575) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus;" (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein; (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus; (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables; (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity; (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement; (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, or (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions; (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date; (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Trust Agreement will be true and correct; (k) This Agreement has been duly executed and delivered by the Prospectus.Bank;

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Initial Registration Statement and such Additional Registration Statement. If the Prospectus.Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-74600) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 or on behalf of Form F-3 under any Underwriter through the Securities Act, as of Representative specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the rules Certificate Underwriting Agreement have been duly executed and regulations of delivered by the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the ProspectusBank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):each Underwriter that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesCertificates. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Certificates have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Certificates will have been duly registered under the case may be and any reference to “amend”, “amendment” or “supplement” with respect Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Representative shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Certificates, have -been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange knowledge of the Bank, threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act”) that are deemed , and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act in connection with sales of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by reference therein. Capitalized terms used but not defined herein shall have or on behalf of an Underwriter specifically for use in connection with the meanings given to such terms in the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (each Agent the following; provided, however, that as of the date hereof (the “Commencement Date, ”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):) that: (a) The the Bank has prepared and filed with meets the Securities and Exchange Commission requirements for use of Form F-3 (the “CommissionForm F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed a registration statement including a prospectus on Form F-3, including a prospectus, relating to F-3 (File No. 333-197364) in respect of Notes with the Securities. Such Commission; the various parts of such registration statement, as amended at including all exhibits thereto and the time it becomes effective, including documents incorporated by reference in the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of prospectus contained in the registration statement at the time such part of its effectiveness (“Rule 430 Information”)the registration statement became effective, is referred to herein as are hereinafter called the “Registration Statement”; such Registration Statement (including any pre-effective amendment thereto) and as used hereinany post-effective amendment thereto, each in the term “Preliminary Prospectus” means each prospectus included form heretofore delivered to the Agents, have been declared effective by the Commission in such registration statement (and form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any amendments thereto) before it becomes effective, any prospectus documents filed with the Commission subsequent to the date of such effectiveness and available on the Commission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Rule 424(a) under Section 8A of the Securities Act and against the Bank or related to the offering of the Notes has been initiated or, to the knowledge of the Bank, threatened by the Commission. The prospectus covering the Notes dated July 28, 2014, included in the such Registration Statement at the time of its effectiveness that omits Rule 430 InformationStatement, and the term “Prospectus” means the prospectus in the form first used to confirm sales of the Notes (or in the form first made available upon request to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus”; the Basic Prospectus, as may be supplemented, for a particular type of the Notes, by a product prospectus supplement specifically relating to that type of such Notes (a “Product Prospectus Supplement”), in connection with confirmation of the form first used to confirm sales of such Notes (or in the Securities. Any supplement form first made available to the Prospectus Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act), is hereinafter referred to as a “Product Prospectus”; the relevant Product Prospectus, as supplemented by a pricing supplement that sets forth only the terms of a specific offering particular issue of Securities is hereinafter called the Notes (a “Pricing Supplement”. Any reference ), in this Agreement the form first used to confirm sales of such Notes (or in the form first made available to the Registration StatementAgents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the “Prospectus”; the term “Preliminary Prospectus” means any preliminary form of the Prospectus; unless otherwise specified, any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and be; unless otherwise specified, any reference to “amend”, “amendment” any amendment or “supplement” with respect supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after the date of such date Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that ), and are deemed to be incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and, unless otherwise specified, any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Notes in the form in which it is filed with the Commission in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing; (b) with respect to each issue of the Notes, at the applicable Time of Sale (as defined herein), the Bank will have prepared the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”): the Preliminary Prospectus and each free-writing prospectus (as defined pursuant to Rule 405 under the Act) listed in the applicable Terms Agreement or other agreement in respect of a specific offering of Notes in the form of Schedule II to Annex I hereto; in addition, you have informed us that the Agents may orally provide the pricing information set out on Schedule II to Annex I hereto to prospective purchasers prior to confirming sales. If, subsequent to the date of the applicable Terms Agreement, the Bank and the Agents have determined that such Time of Sale Information included an untrue statement of any fact that would be material to a holder of Notes (a “Material Fact”) or omitted a statement of a Material Fact necessary to make the information therein, in the light of the circumstances under which it was made, not misleading and have agreed to provide an opportunity to purchasers of the Notes to terminate their old purchase contracts and enter into new purchase contracts, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry into the first such new purchase contract. Capitalized terms As used but not defined herein shall have herein, the meanings given term “Time of Sale” in respect of a particular issue of the Notes means the time specified in the applicable Terms Agreement or, if no Terms Agreement exists for a particular issue of the Notes, the time immediately prior to the time of the first sale by an Agent of any Notes with regard to such terms in particular issue of the Registration Statement and the Prospectus.Notes;

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-7575) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (other than the General Partner Certificates) (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus. (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement (or to the General Partner in the case of the General Partner Certificates), in each case, pursuant to the Sale and Servicing Agreement, will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, or (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions. (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date. (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms General Partner in the Registration Statement Trust Agreement will be true and correct. (k) This Agreement has been duly executed and delivered by the ProspectusBank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriters, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-36939) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto and the Term Sheet dated June 9, if any, deemed pursuant 1998 relating to Rule 430A, 430B or 430C under the Securities Act to be part of (the registration statement at "Term Sheet") disseminated by the time of its effectiveness (“Rule 430 Information”)Underwriters, is hereinafter referred to herein as the “"Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes ." The Registration Statement has become effective, any prospectus filed with and no stop order suspending the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or has been issued, and no proceeding for that purpose has been instituted or, to the date knowledge of such Preliminary Prospectus or the ProspectusBank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the case may be General Instructions to Form S-3, and any reference to “amend”the conditions of Rule 415 of the Rules and Regulations, “amendment” or “supplement” have been satisfied with respect to the Registration Statement, any Preliminary Prospectus or . The Bank filed the Prospectus (including, in Term Sheet on Form 8-K with the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed Commission pursuant to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), within two business days of its dissemination by the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the rules and regulations Prospectus, as of the Commission thereunder (collectivelydate of the Prospectus Supplement, complied in all material respects with the “Exchange Act”) that are deemed applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be incorporated by reference stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein. Capitalized terms used but , in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein shall have the meanings given to such terms in herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to Chase Securities Inc. pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, SCUSA that (providedthe Underwriter, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):that: (a) The Bank A registration statement on Form S-3 (No. 333-____) has prepared and been filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the Commission thereunder Act (collectively, the “Securities Act”"Rules and Regulations"), a registration statement on Form F-3, including a prospectus, relating to the Securities. Such registration statement, as amended at on the time it becomes effectivedate that such registration statement or the most recent post-effective amendment thereto became effective under the Act, including the informationexhibits thereto, if anyis hereinafter referred to as the "Registration Statement." The Registration Statement has become effective, deemed and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Bank, threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 430A, 430B or 430C under 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities Act to be (the "Prospectus Supplement"). The base prospectus filed as part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; , in the form it appears in the Registration Statement, or in the form most recently revised and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus;" (b) under Except to the Securities extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein; (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the prospectus included Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the Registration Statement at the time case of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Registration Statement, did not omit to state any Preliminary material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus shall be deemed in reliance upon, or in conformity with, information furnished in writing to refer to and include the documents incorporated Bank by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of Underwriter specifically for use in connection with the effective date preparation of the Registration Statement or the date Prospectus; (d) The Bank is a national banking association organized under the laws of such Preliminary Prospectus or the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, as and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the case Receivables; (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be and any reference subject to “amend”bankruptcy, “amendment” insolvency, reorganization, conservatorship, moratorium or “supplement” other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Registration StatementBank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity; (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement; (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any Preliminary Prospectus of the provisions of the articles of association or by-laws of the Prospectus Bank, or (includingii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a particular issue material adverse effect on the transactions contemplated hereby or on the ability of Securities, the Bank to consummate such transactions; (h) When executed and delivered by the applicable Pricing Supplementparties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (i) shall All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be deemed taken or obtained on or prior to refer to the Closing Date; (j) As of the Closing Date, the representations and include any documents filed after such date under warranties of the Securities Exchange Act of 1934Bank, as amendedSeller and Servicer, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Trust Agreement will be true and correct; (k) This Agreement has been duly executed and delivered by the Prospectus.Bank;

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, SCUSA that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)):Underwriters that: (a) The Bank has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), a registration statement on Form F-3S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the SecuritiesSeries Certificate and the Notes. Such registration statement, as amended at the time it becomes effectivewas declared effective by the Commission, including the informationall material incorporated by reference therein, if any, including all information contained in any Additional Registration Statement (as defined herein) and deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement as of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the Form on which it was filed and including all information (if any) deemed to be a part of such registration statement as of the time it was declared effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration statement, the "Initial Registration Statement") has been declared effective by the Commission. If any amendments theretopost-effective amendment has been filed with respect to the Initial Registration Statement, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) before it becomes effectivean additional registration statement, any prospectus including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 424(a462(b) ("Rule 462(b)") under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Informationand, and the term “Prospectus” means the prospectus in the form first used (or made available if so filed, has become effective upon request of purchasers filing pursuant to Rule 173 462(b), then the Series Certificate and the Notes have been duly registered under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement Act pursuant to the Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to the Initial Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Statement and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the date of Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such Preliminary Prospectus or filing the Prospectus, as Series Certificate and the case may be and any reference to “amend”, “amendment” or “supplement” with respect Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any Preliminary Prospectus post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the applicable Terms Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Prospectus (includingAct or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a particular issue "Registration Statement." Copies of Securitiesthe Registration Statements, by together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Pricing Supplement) shall be deemed Terms Agreement, and the Additional Registration Statement (if any), relating to refer to the Series Certificate or Notes, have been filed with the Commission and include any documents filed after such date under the Securities Exchange Act of 1934, Initial Registration Statement as amended, and the rules and regulations Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of the Commission thereunder Initial Registration Statement or the Additional Registration Statement (collectivelyif any) has been issued and no proceeding for that purpose has been instituted or, to the “Exchange Act”knowledge of the Bank, threatened by the Commission; (c) that are deemed The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by reference therein. Capitalized terms used but dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not defined herein shall have apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the meanings given to such terms Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the applicable Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.