Common use of Financial Services Act Clause in Contracts

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Bank that (w) it has complied and shall comply with all applicable provisions of the Financial Services Act ▇▇▇▇ ▇▇▇ the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Class _ Certificates in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Class _ Certificates to a person who is of a kind described in Article 9(3) of the Financial Services Act ▇▇▇▇ (▇▇vestment Advertisements) (Exemptions) Order 1995 or who is a person to whom the document may otherwise lawfully be issued or passed on; (y) it has not offered or sold and, during the period of six months from the date hereof, will not offer or sell any Class _ Certificate to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for the

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Bank that (w) it has complied and shall comply with all applicable provisions of the Financial Services Act ▇▇▇▇ ▇▇▇▇ and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to ----------- anything done by it in relation to the Class _ Certificates Notes in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Class _ Certificates Notes to a person Person who is of a kind described in Article 9(311(3) of the Financial Services Act ▇▇▇ ▇▇▇▇ (▇▇vestment Investment Advertisements) (Exemptions) Order 1995 1996 or who is a person Person to whom the document may otherwise lawfully be issued or passed on; (y) it has not offered or sold and, during the period of six months from the date hereof, will not offer or sell any Class _ Certificate Note to persons Persons in the United Kingdom except to persons Persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for thethe purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations.

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Bank ABS that (w) it has complied and shall comply with all applicable provisions of the Financial Services Act ▇▇▇▇ ▇▇▇ the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Class _ Certificates A Notes in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Class _ Certificates A Notes to a person who is of a kind described in Article 9(3) of the Financial Services Act ▇▇▇▇ (▇▇vestment Advertisements) (Exemptions) Order 1995 or who is a person to whom the document may otherwise lawfully be issued or passed on; (y) it has not offered or sold and, during the period of six months from the date hereof, will not offer or sell any Class _ A Certificate to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for thethe purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations.

Financial Services Act. Each Underwriter represents and warrants to, ---------------------- and agrees with, Spiegel and the Bank Seller that (w) it has complied and shall comply with all applicable provisions of the Financial Services Act ▇▇▇▇ ▇▇▇▇ and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Class _ Certificates Notes in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Class _ Certificates Notes to a person Person who is of a kind described in Article 9(311(3) of the Financial Services Act ▇▇▇ ▇▇▇▇ (▇▇vestment Investment Advertisements) (Exemptions) Order 1995 1996 or who is a person Person to whom the document may otherwise lawfully be issued or passed on; (y) it has not offered or sold and, during the period of six months from the date hereof, will not offer or sell any Class _ Certificate Note to persons Persons in the United Kingdom except to persons Persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for thethe purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations.

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Bank that (w) it has complied and shall comply with all applicable provisions of the Financial Services Act ▇▇▇▇ ▇▇▇ the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Class _ Certificates in, from or otherwise involving the United Kingdom; (x) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Class _ Certificates to a person who is of a kind described in Article 9(311(3) of the Financial Services Act ▇▇▇▇ (▇▇vestment Advertisements) (Exemptions) Order 1995 1996 or who is a person to whom the document may otherwise lawfully be issued or passed on; (y) it has not offered or sold and, during the period of six months from the date hereof, will not offer or sell any Class _ Certificate to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for thethe purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Regulations.