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

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank Corporation, DNB, DNB-La. and DAFC that: (a) It either (A) has will not provided provide any potential investor with a Collateral Term Sheet (that which is required to be filed with the Commission within two business days of first use under the Terms terms of the Public Securities Association Letter as described below), or (B) haswill, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered deliver such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B.DAFC. (b) It either (A) has will not provided provide any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided will timely provide any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C.DAFC. (c) It either (A) has will not provided provide any potential investor with a Series Term Sheet or (B) has provided will timely provide any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D.DAFC. (d) Each Collateral Term Sheet bears will bear a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials will bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank DAFC any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the BankDAFC. (g) It has not, and will not, without the prior written consent of the BankDAFC, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this the related Terms Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it is a person of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996, it has complied and shall comply with all applicable provisions of the Financial Services Xxx 0000 and the Public Offers of Securities Association (which letterRegulations 1995 with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom, and if that Underwriter is an authorized person under Chapter III of Part I of the SEC staff's response theretoFinancial Services Xxx 0000, were publicly available February 17, 1995). The it has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter representsof the Underwriters represents and warrants to, warrants, covenants and agrees with with, the Bank Company that: (a) It either (A) has not provided made and will not make, unless approved in writing in advance by the Company and the Representatives, any potential investor with offer relating to the Senior Notes that would constitute a Collateral Term Sheet “free writing prospectus” (as defined in Rule 405 under the Securities Act and referred to herein as a Free Writing Prospectus) that is would be required to be filed with the Commission within two business days of first use under Rule 433 under the Terms of Securities Act. Notwithstanding the Public Securities Association Letter as described below)foregoing, it may use a free writing prospectus that is (i) the Final Term Sheet; (ii) an Issuer Free Writing Prospectus listed on Schedule VI or otherwise approved in writing in advance by the Representatives pursuant to Section 3A(c) above or (Biii) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet one or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained more term sheets relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed Senior Notes that do not contain substantive changes from or additions to the Bank. Final Term Sheet. The Representatives and the Company agree that any such term sheets described in clause (giii) It has not, and above will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date not constitute Issuer Free Writing Prospectuses for purposes of this Agreement. (hb) For It will, pursuant to reasonable procedures developed in good faith, retain copies of each Free Writing Prospectus used or referred to by it, in accordance with Rule 433 under the Securities Act. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding is initiated against it during the period of time after the first date of the public offering of the Senior Notes that a prospectus relating to the Senior Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Senior Notes by an Underwriter or dealer (the Prospectus Delivery Period)). Whether the Prospectus Delivery Period is ongoing for purposes of this AgreementSection 3B(c) shall be determined by the opinion of Xxxxxxxx Xxxxxxx LLP. (d) It has not solicited offers for, "Collateral Term Sheets" or offered or sold, and "Structural Term Sheets" shall have will not solicit offers for, or offer or sell, the respective meanings assigned to them Senior Notes as part of their initial offering outside the United States except in or from those jurisdictions set forth on Schedule VII hereto, in accordance with the restrictions and the applicable securities laws and regulations thereunder as set forth in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf Underwriting section of the Public Securities Association (which letter, and Prospectus Supplement under the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)caption “Selling Restrictions.”

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx Peabody & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx Hamilton on behalf of the Public Securities Association Associxxxxx (which letterwxxxx xxxter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx Brown & Wood on behalf of XxxxxxKidder, Xxxxxxx Peabody & Co., Inc. (which letterwhixx xxtter, and the SEC staff's response theretostaxx'x xesxxxxx xhereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx Latham & Xxxxxxx Watkins on behalf of Greenwood Trust Company (which letterwhixx xxxter, and the xxx xhe SEC staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (which letterInvestment Advertisements) (Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Certificates in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Xxx 0000, 1995). The it has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).complete

Representations and Warranties of the Underwriters. Each Underwriter Under-writer represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Securities. Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood Xxxx on behalf of Xxxxxx, Xxxxxxx Peabody & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx Hamilton on behalf of the Public Securities Association Assoxxxxxon (which letterxxxxx xetter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx Brown & Wood on behalf of XxxxxxKidder, Xxxxxxx Peabody & Co., Inc. (which wxxxx letter, and the SEC staff's sxxxx'x response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).Series

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx Hamilton on behalf bexxxx of the Public xxx Xxxxic Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx Brown & Wood on behalf of Xxxxxxxx Xidder, Xxxxxxx Peabody & Co., Inc. Xxx. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx Latham & Xxxxxxx on Watkxxx xx behalf of Greenwood Gxxxxxxxd Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx Hamilton on behalf of the Public Securities Association Assocxxxxxn (which letterxxxxx xxtter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx Brown & Wood on behalf of XxxxxxKidder, Xxxxxxx Peabody & Co., Inc. (which letterwhxxx xetter, and the SEC staff's stxxx'x response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx Latham & Xxxxxxx Watkins on behalf of Greenwood Trust Company (which letterwhxxx xxtter, and the SEC staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C.X. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (which letterInvestment Advertisements)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Certificates in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Xxx 0000, 1995). The it has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Chase Securities Inc. November 13, 1998 Page 15 Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Act 0000 (which letterXnvestment Advertisements)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Act 0000 xx Great Britain with respect to anything done by it in relation to the Certificates in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Act 0000, 1995). The xt has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Act 0000 xx in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx on behalf Hamilton xx xxhalf of the Public xxx Xxxxic Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx Brown & Wood on behalf of Xxxxxxxx Xxxder, Xxxxxxx Peabody & Co., Inc. Xxx. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx Latham & Xxxxxxx on behalf Watkins xx xxxalf of Greenwood Gxxxxxxxd Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).by

Representations and Warranties of the Underwriters. Each Underwriter severally represents, warrants, covenants and agrees with the Bank Company or Holdings, as applicable, that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the BankCompany, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the BankCompany, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the BankCompany, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the BankCompany, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials Materials, other than any referred to in clauses (a), (b), or (c) above, to any investor after the date of this Agreement. (hg) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (which letterInvestment Advertisements)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Securities in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Xxx 0000, 1995). The it has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" [It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Notes to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (which letterInvestment Advertisements)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Notes in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Xxx 0000, 1995). The it has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.]

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx Hamilton on behalf of the Public Securities Association Associatiox (which letterxxich lettxx, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx Brown & Wood on behalf of XxxxxxKidder, Xxxxxxx Peabody & Co., Inc. (which letterlxxxxx, and the axx xhe SEC staff's response respxxxx thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx Latham & Xxxxxxx Watkins on behalf of Greenwood Trust Company (which letterlxxxxx, and the SEC XXX staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each -------------------------------------------------- Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B.B. --------- (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C.C. --------- (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D.------- D. - (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the Financial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Xxxxx- Xxxxx Securities Association Inc. March 2, 1998 Page 15 cial Services Xxx 0000, it has only promoted and shall only promote (which letter, and as that term is defined in Regulation 1.02 of the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank Corporation, DNB, DNB-La. and DAFC that: (a) It either (A) has will not provided provide any potential investor with a Collateral Term Sheet (that which is required to be filed with the Commission within two business days of first use under the Terms terms of the Public Securities Association Letter as described below), or (B) haswill, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered deliver such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B.DAFC. (b) It either (A) has will not provided provide any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided will timely provide any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C.DAFC. (c) It either (A) has will not provided provide any potential investor with a Series Term Sheet or (B) has provided will timely provide any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D.DAFC. (d) Each Collateral Term Sheet bears will bear a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials will bear a legend substantially as follows (or in such other form as may be agreed upon between the Representative and DAFC prior to the date of this Agreement): This information does is furnished on a confidential basis and may not constitute either be reproduced in whole or in part and is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. Morgan Stanley & Co. Incorporated makes no representation or xxxxxnxx xxxx respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities referred conforming to hereinthe terms hereof. Information Any such offer of securities would be made pursuant to a definitive Prospectus prepared by the issuer which could contain material information not contained herein is confidential and provided for to which the prospective purchasers are referred. In the event of any such offering, this information onlyshall be deemed superseded, does not purport to be complete amended and should not be relied upon supplemented in connection with its entirety by such Prospectus. Such Prospectus will contain all material information in respect of any securities offered thereby and any decision to purchase the securitiesinvest in such securities should be made solely in reliance upon such Prospectus. This information supersedes Morgan Stanley disclaims any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained all liability relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).txxx

Representations and Warranties of the Underwriters. Each -------------------------------------------------- Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B.B. --------- (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C.C. --------- (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D.------- D. - (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the Financial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Xxx 0000, it has only promoted and shall only promote (as that term is defined in Regulation 1.02 of the Financial Chase Securities Association Inc. May 1, 1998 Page 15 Services (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter representshereby, warrantsseverally and not jointly, covenants not jointly and agrees with severally, represents and warrants to the Bank Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in entering into the transactions contemplated hereby that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with The Underwriter is, and will remain so, until the Commission within two business days of first use under the Terms completion of the Public Offering, appropriately registered under applicable Securities Association Letter Laws so as described below), or (B) has, substantially contemporaneously with to permit it to lawfully fulfil its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B.obligations hereunder. (b) It either (A) The Underwriter has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials all requisite corporate power and authority to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to enter into this Agreement as Exhibit C.and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to The representations and warranties of each of the Bank, which Series Term Sheets, if any, are attached to Underwriters contained in this Agreement shall be true at each applicable Closing Time as Exhibit D.though they were made at the Closing Time and they shall not survive the completion of the transactions contemplated under this Agreement but shall terminate on the completion of the distribution of the Offered Securities. (d) Each Collateral Term Sheet bears This Agreement has been duly authorized, executed and delivered by each of the Underwriters and constitutes a legend indicating that legal, valid and binding obligation of the information contained therein will Underwriters enforceable against the Underwriters in accordance with its terms, except as enforcement thereof may be superseded limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the description application of the collateral contained in the Prospectus Supplement and, equitable principles when equitable remedies are sought and except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheetsas rights to indemnity and contribution may be limited by applicable laws. (e) Each Structural Term Sheet The Underwriters acknowledge that none of the Broker Warrants, Broker Unit Warrants or the Broker Unit Shares have been registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants, Broker Unit Warrants and Series Term Sheet the Broker Unit Shares each of the Underwriters represents, warrants and all Computational Materials bear covenants that (i) it is acquiring the Broker Warrants, Broker Unit Warrants and Broker Unit Shares as principal for its own account and not for the benefit of any other person; (ii) it is not a legend substantially as follows (U.S. Person and is not acquiring the Broker Warrants in the United States, or in such other form as may be agreed prior to the date on behalf of this Agreement): This information does not constitute either an offer to sell a U.S. Person or a solicitation person located in the United States; and (iii) this Underwriting Agreement was executed and delivered outside the United States. The Underwriters acknowledge and agree that the Broker Warrants or Broker Unit Warrants may not be exercised in the United States or by or on behalf or for the benefit of an offer a U.S. Person or a person in the United States, unless such exercise is not subject to buy registration under the U.S. Securities Act or the applicable securities laws of any state of the securities referred to hereinUnited States. Information contained herein is confidential and provided for information only, does The Underwriters agree that they will not purport to be complete and should not be relied upon engage in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, Directed Selling Efforts (as defined in Schedule A) with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has notBroker Unit Shares, and will notnot offer or sell any Broker Warrants, without Broker Unit Warrants or Broker Shares in the prior written consent United States unless in compliance with an exemption or an exclusion from the registration requirements of the Bank, provide U.S. Securities Act and any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreementapplicable state securities laws. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either Xx xxxxxx (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).any

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (which letterInvestment Advertisements)(Exemptions) Order 1900 xx xxo is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Act 1986 of Great Britain with respect to anything done by it xx xxxxxion to the Certificates in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Act 1986, 1995). The term "Collateral Term Sheet" it has only promoted and shall only promote (as used herein includes that xxxx xx defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Act 1986 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Xxxxxxxon of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter severally represents, warrants, covenants and agrees with the Bank Company or Holdings, as applicable, that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the BankCompany, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the BankCompany, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the BankCompany, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the BankCompany, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials Materials, other than any referred to in clauses (a), (b), or (c) above, to any investor after the date of this Agreement. (hg) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (which letterInvestment Advertisements)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Certificates in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Xxx 0000, 1995). The it has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (which letterInvestment Advertisements)(Exemptxxxx) Xxder 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Act 1986 of Great Britain with respect to axxxxxxx done by it in relation to the Certificates in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Act 1986, 1995). The it has only promoted and shall onxx xxxxxte (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Act 1986 or in Regulation 1.04 of the Finanxxxx Xxxvices (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B. (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" and "Structural Term Sheets" shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx Steen & Xxxxxxxx Hamilton on behalf of the Public Securities Association Associatiox (which letterxxich lettxx, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral Term Sheet" as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter of Xxxxx Brown & Wood on behalf of XxxxxxKidder, Xxxxxxx Peabody & Co., Inc. (which letterlxxxxx, and the axx xhe SEC staff's response respxxxx thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996).Se-

Representations and Warranties of the Underwriters. Each Underwriter severally represents, warrants, covenants and agrees with each of the Company and the Bank that: (a) It either (A) has not provided any potential po- tential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described de- scribed below), or (B) has, substantially contemporaneously contempo- raneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the BankCompany, which Collateral Collat- eral Term Sheet, if any, is attached to this Agreement Agree- ment as Exhibit B. (b) It either (A) has not provided any potential po- tential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials Materi- als to the BankCompany, which Structural Term Sheets and Computational Materials, if any, are attached to this Agreement as Exhibit C. (c) It either (A) has not provided any potential po- tential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the BankCompany, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D. (d) Each Collateral Term Sheet bears a legend leg- end indicating that the information contained therein there- in will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either ei- ther an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes super- sedes any prior versions hereof and will be deemed to be superseded by any subsequent subse- quent versions including, with respect to any description of the securities or the underlying assets, the information contained con- tained in the final Prospectus and accompanying accom- panying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide pro- vide to the Bank Company any accountants' letters obtained ob- tained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Materials, which accountants' letters shall be addressed to the BankCompany. (g) It has not, and will not, without the prior written consent of the BankCompany, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (which letterInvestment Advertise- ments)(Exemptions) Order 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Certificates in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Xxx 0000, 1995). The it has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regula- tions 1991.

Representations and Warranties of the Underwriters. Each Underwriter represents, warrants, covenants and agrees with the Bank that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the Terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B.B. --------- (b) It either (A) has not provided any potential investor with a Structural Term Sheet or Computational Materials, or (B) has provided any such Structural Term Sheet or Computational Materials to the Bank, which Structural Term Sheets and Computational MaterialsStruc- Chase Securities Inc. February 19, if any, are attached to this Agreement as Exhibit C.1997 Page 14 (c) It either (A) has not provided any potential investor with a Series Term Sheet or (B) has provided any Series Term Sheet to the Bank, which Series Term Sheets, if any, are attached to this Agreement as Exhibit D.D. --------- (d) Each Collateral Term Sheet bears a legend indicating that the information contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets. (e) Each Structural Term Sheet and Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such other form as may be agreed prior to the date of this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is confidential and provided for information only, does not purport to be complete and should not be relied upon in connection with any decision to purchase the securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (f) It (at its own expense) agrees to provide to the Bank any accountants' letters obtained relating to the Collateral Term Sheets, Structural Term Sheets and Computational Computa- Chase Securities Inc. February 19, 1997 Page 15 tional Materials, which accountants' letters shall be addressed to the Bank. (g) It has not, and will not, without the prior written consent of the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets or Computational Materials to any investor after the date of this Agreement. (h) For purposes of this Agreement, "Collateral Term Sheets" It has only issued or passed on and "Structural Term Sheets" shall have the respective meanings assigned to them only issue or pass on in the February 13, 1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf United Kingdom any document received by it in connection with the issue of the Public Securities Association Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (which letterInvestment Advertisements)(Exemptions) Order 1995 or who is a person to whom the document may otherwise lawfully be issued or passed on, it has complied and shall comply with all applicable provisions of the SEC staff's response theretoFinancial Services Xxx 0000 of Great Britain with respect to anything done by it in relation to the Certificates in, were publicly available February 17from or otherwise involving the United Kingdom and if that Underwriter is an authorized person under the Financial Services Xxx 0000, 1995). The it has only promoted and shall only promote (as that term "Collateral Term Sheet" as used herein includes is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any subsequent Collateral Term Sheet that reflects a substantive change person in the information presented. "Computational Materials" has United Kingdom the meaning assigned to it scheme described in the May 17, 1994 letter Prospectus if that person is of Xxxxx & Wood on behalf a kind described either in Section 76(2) of Xxxxxx, Xxxxxxx & Co., Inc. the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994). "Series Term Sheet" has the meaning assigned to it in the April 4, 1996 letter Promotion of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust Company (which letter, and the SEC staff's response thereto, were publicly available April 5, 1996)Unregulated Schemes) Regulations 1991.