Common use of Offering by the Underwriters Clause in Contracts

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, severally and not jointly, represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Notes or distributes the Prospectus. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Notes and the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act. (c) Each Underwriter, severally and not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Company, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organization, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes and (b) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C).

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, severally and not jointly, represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Offered Notes and the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act. (c) Each Underwriter, severally and not jointly, represents and agrees that, that (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Company, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organization, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Offered Notes and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C).

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, Underwriter (severally and not jointly, ) represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Offered Notes and the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act. (c) Each Underwriter, severally and but not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Company, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organizationRating Agency, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency that it will respond to the oral communication with a designated designed representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C17g5(a)(3)(iii)(C).

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, severally and not jointly, represents and warrants that in connection with the Note Offering it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Notes and the use of Free Writing ProspectusesProspectuses in connection with the Note Offering, including but not limited to Rules 164 and 433 under of the Act. (b) Each Underwriter shall offer and/or solicit offers for the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. c) Each Underwriter, severally and not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicatedparticipated, and will not communicate participate without the prior written consent of the Company, orally in any oral communication regarding Rating Information to with any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organizationRating Agency, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C17g5(a)(3)(iii)(C).

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, Underwriter (severally and not jointly, ) represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Offered Notes and the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act. (c) Each Underwriter, severally and but not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Company, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organization, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C).

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, Underwriter (severally and not jointly, ) represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Offered Notes and the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act. (c) Each Underwriter, severally and but not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Company, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organization, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Offered Notes and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C).

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, Underwriter (severally and not jointly, ) represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Offered Notes and the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act. (c) Each Underwriter, severally and but not jointly, represents and agrees that, that (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Company, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organization, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Offered Notes and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C).

Offering by the Underwriters. (a) It is understood that each Underwriter shall proposes to offer the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, Underwriter (severally and not jointly, ) represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Notes and the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act. (c) Each Underwriter shall offer and/or solicit offers for the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (d) Each Underwriter, severally and but not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicatedparticipated, and will not communicate participate without the prior written consent of the Company, orally in any oral communication regarding Rating Information to with any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organization, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C).

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, severally and not jointly, represents and warrants that in connection with the Note Offering it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Notes and the use of Free Writing ProspectusesProspectuses in connection with the Note Offering, including but not limited to Rules 164 and 433 under of the Act. (b) Each Underwriter shall offer and/or solicit offers for the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. c) Each Underwriter, severally and not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicatedparticipated, and will not communicate participate without the prior written consent of the Company, orally in any oral communication regarding Rating Information to with any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organizationRating Agency, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C17g5(a)(3)(iii)(C).. 9 GEDFMNT 2012-4: Underwriting Agreement

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, severally and not jointly, represents and warrants that in connection with the Note Offering it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Notes and the use of Free Writing ProspectusesProspectuses in connection with the Note Offering, including but not limited to Rules 164 and 433 under of the Act. (b) Each Underwriter shall offer and/or solicit offers for the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. c) Each Underwriter, severally and not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicatedparticipated, and will not communicate participate without the prior written consent of the Company, orally in any oral communication regarding Rating Information to with any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organizationRating Agency, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C17g5(a)(3)(iii)(C).. 9 GEDFMNT 2012-2: Underwriting Agreement

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, severally and not jointly, represents and warrants that in connection with the Note Offering it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Notes and the use of Free Writing ProspectusesProspectuses in connection with the Note Offering, including but not limited to Rules 164 and 433 under of the Act. (b) Each Underwriter shall offer and/or solicit offers for the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. c) Each Underwriter, severally and not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicatedparticipated, and will not communicate participate without the prior written consent of the Company, orally in any oral communication regarding Rating Information to with any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organizationRating Agency, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C17g5(a)(3)(iii)(C).. 9 GEDFMNT 2015-2: Underwriting Agreement

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, severally and not jointly, represents and warrants that in connection with the Note Offering it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Notes and the use of Free Writing ProspectusesProspectuses in connection with the Note Offering, including but not limited to Rules 164 and 433 under of the Act. (b) Each Underwriter shall offer and/or solicit offers for the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. c) Each Underwriter, severally and not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicatedparticipated, and will not communicate participate without the prior written consent of the Company, orally in any oral communication regarding Rating Information to with any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organizationRating Agency, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C17g5(a)(3)(iii)(C).. 9 GEDFMNT 2015-1: Underwriting Agreement

Offering by the Underwriters. (a) It is understood that each Underwriter shall offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. (b) Each Underwriter, severally and not jointly, represents and warrants that in connection with the Note Offering it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Notes and the use of Free Writing ProspectusesProspectuses in connection with the Note Offering, including but not limited to Rules 164 and 433 under of the Act. (b) Each Underwriter shall offer and/or solicit offers for the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus. c) Each Underwriter, severally and not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicatedparticipated, and will not communicate participate without the prior written consent of the Company, orally in any oral communication regarding Rating Information to with any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or any other nationally recognized statistical rating organizationRating Agency, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO or other nationally recognized statistical rating organization Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Notes Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g-5(a)(3)(iii)(C17g5(a)(3)(iii)(C).. 9 GEDFMNT 2013-1: Underwriting Agreement