Common use of Offering Communications; Free Writing Prospectuses Clause in Contracts

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "Written Communication"), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "free writing prospectus," as defined in Rule 405 under the Act (a "Free Writing Prospectus"). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASC, which may be withheld in its sole discretion, the Underwriter shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("ABS Informational and Computational Material"); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the Underwriter is referred to as an "Underwriter Free Writing Prospectus."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under communication (other than the Act (a "Written Communication"), Prospectus) to any person in connection with the initial offering of the Offered Certificates, unless such Written Communication written communication (i) is made in reliance on and in conformity with Rule 134 under the Securities Act, (ii) is made in reliance on Rule 172 under the Securities Act, (iii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or Securities Act, (iiiiv) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Securities Act (a "“Free Writing Prospectus")”) or (v) such other written communication approved by the Company in advance. Notwithstanding anything to the contrary contained in this AgreementWithout limitation thereby, without the prior written consent of WFASC, the Company (which consent may be withheld in its sole discretionfor any reason), the no Underwriter shall not prepare, convey or deliver in connection with the initial offering of the Certificates, Offered Certificates any Free Writing Prospectus unless such Free Writing Prospectus contains only or “ABS Informational informational and Computational Material, computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on upon Rules 167 and 426 under the Securities Act. Any , other than materials provided to it by the Company, including Issuer Free Writing Prospectuses (which include the Preliminary FWP and any Additional FWP); provided that notwithstanding the foregoing, each Underwriter (other than an Underwriter that is not a Lead Underwriter) may use an Underwriter Free Writing Prospectus prepared by or on behalf that does not include Issuer Information without obtaining the prior written consent of the Underwriter is referred to as an "Underwriter Free Writing ProspectusCompany."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "“Written Communication"”), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i1) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Act (a "“Free Writing Prospectus"”). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASCthe Company, which may be withheld in its sole discretion, the no Underwriter shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The No Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the an Underwriter is referred to herein as an "“Underwriter Free Writing Prospectus."”

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under communication (other than the Act (a "Written Communication"), Prospectus) to any person in connection with the initial offering of the Offered Certificates, unless such Written Communication written communication (i) is made in reliance on and in conformity with Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of is made in reliance on Rule 430B 172 under the Act or Securities Act, (iii) is the Time of Sale Information or the Prospectus, (iv) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Securities Act (a "“Free Writing Prospectus")”) or (v) such other written communication approved by the Company in advance. Notwithstanding anything to the contrary contained in this AgreementWithout limitation thereby, without the prior written consent of WFASC, the Company (which consent may be withheld in its sole discretionfor any reason), the no Underwriter shall not prepare, convey or deliver in connection with the initial offering of the Certificates, Offered Certificates any Free Writing Prospectus unless such Free Writing Prospectus contains only or “ABS Informational informational and Computational Material, computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on upon Rules 167 and 426 under the Securities Act. Any , other than materials provided to it by the Company, including the Preliminary Prospectus and the Issuer Free Writing Prospectuses (which include any FWP); provided that notwithstanding the foregoing, each Underwriter (other than an Underwriter that is not a Lead Underwriter) may use an Underwriter Free Writing Prospectus prepared by or on behalf that does not include Issuer Information without obtaining the prior written consent of the Underwriter is referred to as an "Underwriter Free Writing ProspectusCompany."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under communication (other than the Act (a "Written Communication"), Prospectus) to any person in connection with the initial offering of the Offered Certificates, unless such Written Communication written communication (i) is made in reliance on and in conformity with Rule 134 under the Securities Act, (ii) is made in reliance on Rule 172 under the Securities Act, (iii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or Securities Act, (iiiiv) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Securities Act (a "“Free Writing Prospectus")”) or (v) such other written communication approved by the Company in advance. Notwithstanding anything to the contrary contained in this AgreementWithout limitation thereby, without the prior written consent of WFASC, the Company (which consent may be withheld in its sole discretionfor any reason), the no Underwriter shall not prepare, convey or deliver in connection with the initial offering of the Certificates, Offered Certificates any Free Writing Prospectus unless such Free Writing Prospectus contains only or “ABS Informational informational and Computational Material, computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on upon Rules 167 and 426 under the Securities Act. Any , other than materials provided to it by the Company, including Issuer Free Writing Prospectuses (which include the Preliminary FWP and the Additional FWP); provided that notwithstanding the foregoing, each Underwriter (other than an Underwriter that is not a Lead Underwriter) may use an Underwriter Free Writing Prospectus prepared by or on behalf that does not include Issuer Information without obtaining the prior written consent of the Underwriter is referred to as an "Underwriter Free Writing ProspectusCompany."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "Written Communication"), communication to any person in connection with the initial offering of the Certificates, unless such Written Communication written communication (i) is made in reliance on and in conformity with Rule 134 under the Act, (ii) is made in reliance on Rule 172 under the Act, (iii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iiiiv) constitutes a "free writing prospectus," as defined in Rule 405 under the Act (a "Free Writing Prospectus"). Notwithstanding anything to the contrary contained in this AgreementWithout limitation thereby, without the prior written consent of WFASC, the Company (which consent may be withheld in its sole discretionfor any reason), the no Underwriter shall not prepare, convey or deliver in connection with the initial offering of the Certificates, Certificates any Free Writing Prospectus unless such Free Writing Prospectus contains only or "ABS Informational informational and Computational Material, computational material," as defined in Item 1101(a) of Regulation AB under the Act ("ABS Informational and Computational Material"); provided however, that " and together with any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material "Disclosure Information"), in reliance on upon Rules 167 and 426 under the Act. Any Act other than materials provided to it by the Company, including Issuer Free Writing Prospectuses; provided, that notwithstanding the foregoing, each Underwriter may use an Underwriter Free Writing Prospectus prepared by or on behalf that does not include Issuer Information without obtaining the prior written consent of the Underwriter is referred to as an "Underwriter Free Writing ProspectusCompany."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "Written Communication"), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "free writing prospectus," as defined in Rule 405 under the Act (a "Free Writing Prospectus"). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASC, which may be withheld in its sole discretion, the Underwriter shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("ABS Informational and Computational Material"); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the Underwriter is referred to as an "Underwriter Free Writing Prospectus."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under communication (other than the Act (a "Written Communication"), Prospectus) to any person in connection with the initial offering of the Offered Certificates, unless such Written Communication written communication (i) is made in reliance on and in conformity with Rule 134 under the Securities Act, (ii) is made in reliance on Rule 172 under the Securities Act, (iii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or Securities Act, (iiiiv) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Securities Act (a "“Free Writing Prospectus")”) or (v) such other written communication approved by the Company in advance. Notwithstanding anything to the contrary contained in this AgreementWithout limitation thereby, without the prior written consent of WFASC, the Company (which consent may be withheld in its sole discretionfor any reason), the no Underwriter shall not prepare, convey or deliver in connection with the initial offering of the Certificates, Offered Certificates any Free Writing Prospectus unless such Free Writing Prospectus contains only or “ABS Informational informational and Computational Material, computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on upon Rules 167 and 426 under the Securities Act. Any , other than materials provided to it by the Company, including Issuer Free Writing Prospectus prepared by or on behalf of Prospectuses (which include the Underwriter is referred to as an "Underwriter Free Writing ProspectusPreliminary FWP and any Additional FWP)."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "Written Communication"), communication to any person in connection with the initial offering of the Certificates, unless such Written Communication written communication (i) is made in reliance on and in conformity with Rule 134 under the Act, (ii) is made in reliance on Rule 172 under the Act, (iii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iiiiv) constitutes a "free writing prospectus," as defined in Rule 405 under the Act (a "Free Writing Prospectus"). Notwithstanding anything to the contrary contained in this AgreementWithout limitation thereby, without the prior written consent of WFASC, the Company (which consent may be withheld in its sole discretionfor any reason), the no Underwriter shall not prepare, convey or deliver in connection with the initial offering of the Certificates, Certificates any Free Writing Prospectus unless such Free Writing Prospectus contains only or "ABS Informational informational and Computational Material, computational material," as defined in Item 1101(a) of Regulation AB under the Act ("ABS Informational and Computational Material"); provided however, that " and together with any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material "Disclosure Information"), in reliance on upon Rules 167 and 426 under the Act. Any Act other than materials provided to it by the Company, including Issuer Free Writing Prospectuses; provided that notwithstanding the foregoing, each Underwriter may use an Underwriter Free Writing Prospectus prepared by or on behalf that does not include Issuer Information without obtaining the prior written consent of the Underwriter is referred to as an "Underwriter Free Writing ProspectusCompany."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ActLong Beach Preliminary Prospectus, the Underwriter Underwriters have not conveyed or delivered, and shall not convey or deliver deliver, any written communication, as defined in Rule 405 under the Act (a "“Written Communication"”), to any person in connection with the initial offering of the Underwritten Certificates, unless such Written Communication (i) is has been, or is, made in reliance on and in conformity with Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constituted or constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Securities Act (a "“Free Writing Prospectus"”). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASCthe Depositor, which may be withheld in its sole discretion, the Underwriter Underwriters have not conveyed or delivered, and shall not convey or deliver deliver, in connection with the initial offering of the Underwritten Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Underwritten Certificates. The Underwriter Underwriters have not conveyed or delivered, and shall not convey or deliver deliver, any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the any Underwriter is referred to as an "“Underwriter Free Writing Prospectus."”

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "“Written Communication"”), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i1) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Act (a "“Free Writing Prospectus"”). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASCthe Company, which may be withheld in its sole discretion, the no Underwriter shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The No Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the an Underwriter is referred to herein as an "“Underwriter Free Writing Prospectus."” 187715 Xxxxxx Xxxxxxx/First Horizon Master Underwriting Agreement

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "“Written Communication"”), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i1) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Act (a "“Free Writing Prospectus"”). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASCthe Company, which may be withheld in its sole discretion, the no Underwriter shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("“ABS Informational and Computational Material"”); provided provided, however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The No Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the an Underwriter is referred to herein as an "“Underwriter Free Writing Prospectus."”

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "Written Communication"), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "free writing prospectus," as defined in Rule 405 under the Act (a "Free Writing Prospectus"). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASC, which may be withheld in its sole discretion, the Underwriter shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("ABS Informational and Computational Material"); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the Underwriter is referred to as an "Underwriter Free Writing Prospectus."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the no Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "“Written Communication"”), to any person in connection with the initial offering of the CertificatesNotes, unless such Written Communication (i1) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Act (a "“Free Writing Prospectus"”). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASCthe Company, which may be withheld in its sole discretion, the no Underwriter shall not convey or deliver in connection with the initial offering of the CertificatesNotes, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the CertificatesNotes. The No Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the an Underwriter is referred to herein as an "“Underwriter Free Writing Prospectus."”

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriter shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "Written Communication"), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "free writing prospectus," as defined in Rule 405 under the Act (a "Free Writing Prospectus"). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASC, which may be withheld in its sole discretion, the Underwriter shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("ABS Informational and Computational Material"); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the Underwriter (including, without limitation, any Required Underwriter Free Writing Prospectus) is referred to as an "Underwriter Free Writing Prospectus."

Offering Communications; Free Writing Prospectuses. (a) 5.1 Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, the Underwriter Underwriters shall not convey or deliver any written communication, as defined in Rule 405 under the Securities Act (a "Written Communication"), to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on and in conformity with Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus"). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASCthe Company, which may be withheld in its sole discretion, the Underwriter Underwriters shall not convey or deliver in connection with the initial offering of the Certificates, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Securities Act ("ABS Informational and Computational Material"); provided provided, however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the Certificates. The Underwriter Underwriters shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Securities Act. Any Free Writing Prospectus prepared by or on behalf of the an Underwriter is referred to as an "Underwriter Free Writing Prospectus."

Offering Communications; Free Writing Prospectuses. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriter Underwriters shall not convey or deliver any written communication, as defined in Rule 405 under the Act (a "“Written Communication"”), to any person in connection with the initial offering of the CertificatesNotes, unless such Written Communication (i) is made in reliance on and in conformity with Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a "“free writing prospectus," ” as defined in Rule 405 under the Act (a "“Free Writing Prospectus"”). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of WFASCthe Depositor, which may be withheld in its sole discretion, the Underwriter Underwriters shall not convey or deliver in connection with the initial offering of the CertificatesNotes, any Free Writing Prospectus unless such Free Writing Prospectus contains only ABS Informational and Computational Material, as defined in Item 1101(a) of Regulation AB under the Act ("“ABS Informational and Computational Material"”); provided however, that any such Free Writing Prospectus may also contain a column showing the status of subscriptions for and allotments of the CertificatesNotes. The Underwriter Underwriters shall not convey or deliver any ABS Informational and Computational Material in reliance on Rules 167 and 426 under the Act. Any Free Writing Prospectus prepared by or on behalf of the Underwriter Underwriters is referred to as an "“Underwriter Free Writing Prospectus."”