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

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

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

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-109768) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank hereby represents and warrants to, and agrees with, each of to the Underwriters thatCompany that it: (a) 4.1. is acquiring the securities issued and to be issued to the Bank meets pursuant to this Agreement for investment and not with a view to distribution without registration under the requirements for use U.S. Securities Act of Form F-3 1933 (the “Form F-3Securities Act”); 4.2. has requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company and is an accredited investor as defined in Rule 501(a) under the Securities Act; 4.3. understands that none of the Capital Notes issued and to be issued under this Agreement have been, or will be, registered under the Securities Act, or the laws of any jurisdiction; 4.4. agrees that none of the securities issued and to be issued to the Bank pursuant to this Agreement may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except by registration under the Securities Act or otherwise in compliance with the Securities Act, the Israeli Securities Law or any applicable securities laws of any jurisdiction (including pursuant to an exemption therefrom); and 4.5. acknowledges that the securities, upon issuance, will, unless in the reasonable opinion of counsel for the Company such legend is not required in order to ensure compliance under the Securities Act, bear the following legend: THESE SECURITIES [(INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO)]1 HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, as amendedAS AMENDED, and OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THESE SECURITIES (INCLUDING THE SECURITIES ISSUABLE PURSUANT HERETO) MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) WITH RESPECT TO ANY SUCH SECURITIES OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT. For the rules and regulations avoidance of doubt, nothing in this Section 4 shall derogate from the Company’s obligations under the Registration Rights Agreement. 1 Following the effective date of any registration statement covering the Conversion Shares or any of them, if applicable, bracketed language to be removed from future Capital Notes relating to such Conversion Shares and, at the request of the United States Securities and Exchange Commission (holder, a substitute Capital Note or Notes omitting the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to bracketed language will promptly be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commissionholder.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters Commencement Date the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898139359) in respect of securities (the “Shelf Securities”), including ) with the Securities and the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; as of the Commencement Date (as defined below), no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-74600) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Series Certificate and the Notes has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the applicable Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-_____) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, to and agrees with, each of with the Underwriters that: (a) A registration statement on Form S-3 (No. 333-25433), including a prospectus and such amendments thereto as may have been required to the Bank meets date hereof, relating to the requirements for use of Form F-3 Notes and the offering thereof has been filed with the Securities and Exchange Commission (“Form F-3”the "SEC") and such registration statement, as amended, has become effective under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission amended (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement statement, as amended to the date of this Agreementamended, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness Effective Time (as defined below) pursuant to Rule 430A or Rule 430B under the Act, and including the exhibits thereto and any material incorporated by reference therein, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as amended or supplemented, are hereinafter called respectively referred to herein as the “"Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) " and any post-effective amendment theretothe "Prospectus"; and the conditions to the use of a registration statement on Form S-3 under the Act, each as set forth in the form heretofore delivered General Instructions to Form S-3, have been satisfied with respect to the RepresentativesRegistration Statement. For purposes of this Agreement, excluding exhibits "Effective Time" means (x) if the Bank has advised the Representative that it does not propose to such amend the Registration Statement, but including all documents incorporated by reference in the prospectus contained therein date and time as of which the date of such prospectusRegistration Statement, have been declared effective by or the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the SEC, or (y) if the Bank has been issuedadvised the Representative that it proposes to file an amendment or post-effective amendment to the Registration Statement, the date and no proceeding for that purpose time as of which the Registration Statement, as amended by such amendment or pursuant to Section 8A post-effective amendment, as the case may be, is declared effective by the SEC. "Effective Date" means the date of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the CommissionEffective Time.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-36939) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-74600) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-109768) has been filed with the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder in accordance with the provisions of the Securities Act of 1933, as amended (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities Rules and Regulations under the Act (the “Shelf SecuritiesRules and Regulations”). Such registration statement, including as amended on the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “Registration Statement;.” such The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the “Prospectus Supplement”). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Base Prospectus.” The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the “Prospectus.” (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Offered Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Offered Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-109768) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of Underwriter the Underwriters thatfollowing: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898262557) in respect of securities (of the “Shelf Securities”)Bank, including the Securities and Notes, with the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesUnderwriters, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-36939) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to Chase Securities Inc. pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-109768) has been filed with the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder in accordance with the provisions of the Securities Act of 1933, as amended (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities Rules and Regulations under the Act (the “Shelf SecuritiesRules and Regulations”). Such registration statement, including as amended on the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “Registration Statement;.” such The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the “Prospectus Supplement”). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Base Prospectus.” The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the “Prospectus.” (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-_____) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriters pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333- ) has been filed with the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder in accordance with the provisions of the Securities Act of 1933, as amended (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities Rules and Regulations under the Act (the “Shelf SecuritiesRules and Regulations”). Such registration statement, including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreementamended, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission Commission. Such registration statement, as amended as of the time it became effective (including without limitation each deemed effective date and time in such form; no other document accordance with respect to such Registration Statement or document Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including all material incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent and all information deemed to the date of such effectiveness in the form heretofore delivered be part thereof pursuant to the Representatives for each Rule 430B of the Underwriters; Rules and no Regulations is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations a preliminary prospectus supplement dated [ , 20 ] relating to the sale of the Securities (the “Preliminary Prospectus Supplement”) accompanied by the base prospectus dated [ , 20 ] (the “Base Prospectus”; together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”). The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Securities (the “Prospectus Supplement”) to the Base Prospectus (together with the Prospectus Supplement, the “Prospectus”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the Effective Time or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder that are deemed to be incorporated by reference therein. (b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Registration Statement. The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Certificates were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Certificates (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto. (e) The Time of Sale Information, at the Time of Sale, did not include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]1;provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Time of Sale Information. (f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto. 1 The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information. (g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriter in its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]2;provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. (h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (i) When the Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. 2 The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information. (j) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (k) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (l) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (m) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (n) As of the Closing Date, the representations and warranties of the Bank, as Depositor and Servicer, in the Trust Agreement will be true and correct. (o) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank. (p) On the date on which the first bona fide offer of the Certificates is made, the Bank will not be an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-74600) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898283969) in respect of securities (of the “Shelf Securities”)Bank, including the Securities and Notes, with the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission in such form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) Notes has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Upon the ------------------------------------------ execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters Underwriter that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities and the Conversion Shares; the various parts of such Certificates. Such registration statement statement, as amended to at the date of this Agreementtime it was declared effective by the Chase Securities Inc. December 17, 1997 Page 3 (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectusregistration state- Chase Securities Inc. December 17, have 1997 Page 4 ment has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriter. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriter shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriter prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed or transmitted for filing with pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the Commissiondate of the applicable Terms Agreement, except for any documents and the Additional Registration Statement (if any), relating to the Certificates, have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated Chase Securities Inc. December 17, 1997 Page 5 instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws Chase Securities Inc. December 17, 1997 Page 6 of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriter in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under Chase Securities Inc. December 17, 1997 Page 7 state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333- 7575) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to Chase Securities Inc. pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-7575) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus;" (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein; (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables; (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity; (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement; (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions; (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date; (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct; (k) This Agreement has been duly executed and delivered by the Bank;

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but including all documents incorporated by reference in prior to the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent such prospectus, have amendment has been declared effective by the Commission in such form; no other document with respect to such Commission. If (i) an additional registration statement, including the contents of the Initial Registration Statement or document incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Series Certificate and the Notes have been duly registered under the Act pursuant to the date of Initial Registration Statement and such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Additional Registration Statement or any post-(ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective amendment thereto upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been issued, filed and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related does not propose to the offering of the Shelf Securities (including the Securities amend it and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.if any post-

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but including all documents incorporated by reference in prior to the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent such prospectus, have amendment has been declared effective by the Commission in such form; no other document with respect to such Commission. If (i) an additional registration statement, including the contents of the Initial Registration Statement or document incorporated by reference therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent pursuant to Rule 462(b)("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Series Certificate and the Notes have been duly registered under the Act pursuant to the date of Initial Registration Statement and such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Additional Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Section 8A of Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act against the Bank or related pursuant to the offering of the Shelf Securities (including the Securities Initial Registration Statement and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.such

Representations and Warranties of the Bank. Relating to the Agreement and the Receivables. The Bank hereby represents and warrants to, and agrees with, each to the Company as of the Underwriters Closing Date that: (ai) each of this Agreement and the Closing Date Receivables Purchase Agreements constitutes a legal, valid and binding obligation of the Bank meets enforceable against the requirements for use Bank in accordance with its terms, except as such enforceability may be limited by receivership, conservatorship and supervisory powers of Form F-3 (“Form F-3”) under the Securities Act of 1933bank regulatory agencies generally, as amendedwell as by applicable bankruptcy, and the rules and regulations insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of the United States Securities and Exchange Commission equity; (the “Commission”ii) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date Initial Cut-Off Date, Schedule 2.1 to each of the Closing Date Receivables Purchase Agreement as supplemented to such date, contains an accurate and complete listing in all material respects of all the Eligible Accounts as of the Initial Cut-Off Date and the information contained therein with respect to the identity of such prospectusEligible Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut-Off Date and as of the Closing Date, the aggregate amount of Receivables in all the Initial Accounts was $1,210,185,564.00, of which $1,189,789,333.00 were Principal Receivables; (iii) each Receivable has been conveyed to the Company free and clear of any Lien of any Person claiming through or under the Bank or any of its other Affiliates (other than Liens permitted under subsection 2.7(b) of the Pooling and Servicing Agreement); (iv) all authorizations, consents, orders or approvals or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Bank in connection with the conveyance of Receivables to the Company have been declared effective by duly obtained, effected or given and are in full force and effect; (v) each of the Commission Closing Date Receivables Purchase Agreements constitutes a valid sale, transfer and assignment to the Company of all right, title and interest of the Bank in the Receivables and the proceeds thereof and the Interchange payable pursuant to the Closing Date Receivables Purchase Agreements and the Recoveries payable pursuant to the Closing Date Receivables Purchase Agreements or, if either of the Closing Date Receivables Purchase Agreements does not constitute a sale of such property, it constitutes a grant of a first priority perfected "security interest" (as defined in the UCC) in such form; no other document property to the Company, which, in the case of existing Receivables and the proceeds thereof and said Recoveries and Interchange, is enforceable upon execution and delivery of the appropriate Closing Date Receivables Purchase Agreement, and which will be enforceable with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for Receivables hereafter and thereafter created and the proceeds thereof upon such creation. Upon the filing with of the Commissionfinancing statements and, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Company shall have a first priority perfected security or ownership interest in such property and proceeds; (vi) on the Initial Cut-Off Date, each Account designated as an Eligible Account on Schedule I to the Representatives for each of the Underwriters; Closing Date Receivables Purchase Agreements is an Eligible Account; (vii) on the Initial Cut-Off Date, each Receivable then existing and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant designated as an Eligible Receivable on Schedule I to Section 8A each of the Act against Closing Date Receivables Purchase Agreements is an Eligible Receivable; and (viii) no Insolvency Event with respect to the Bank or related has occurred nor has the transfer of the Receivables arising in the Accounts to the offering Company been made in contemplation of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commissionoccurrence thereof.

Representations and Warranties of the Bank. The Bank represents and warrants to, to and agrees with, each of with the Underwriters that: (a) A registration statement on Form S-3 (No. 333-35825), including a prospectus and such amendments thereto as may have been required to the Bank meets date hereof, relating to the requirements for use of Form F-3 Notes and the offering thereof has been filed with the Securities and Exchange Commission (“Form F-3”the "SEC") and such registration statement, as amended, has become effective under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission amended (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement statement, as amended to the date of this Agreementamended, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness Effective Time (as defined below) pursuant to Rule 430A or Rule 430B under the Act, and including the exhibits thereto and any material incorporated by reference therein, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as amended or supplemented, are hereinafter called respectively referred to herein as the “"Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) " and any post-effective amendment theretothe "Prospectus"; and the conditions to the use of a registration statement on Form S-3 under the Act, each as set forth in the form heretofore delivered General Instructions to Form S-3, have been satisfied with respect to the RepresentativesRegistration Statement. For purposes of this Agreement, excluding exhibits "Effective Time" means (x) if the Bank has advised the Representative that it does not propose to such amend the Registration Statement, but including all documents incorporated by reference in the prospectus contained therein date and time as of which the date of such prospectusRegistration Statement, have been declared effective by or the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the SEC, or (y) if the Bank has been issuedadvised the Representative that it proposes to file an amendment or post-effective amendment to the Registration Statement, the date and no proceeding for that purpose time as of which the Registration Statement, as amended by such amendment or pursuant to Section 8A post-effective amendment, as the case may be, is declared effective by the SEC. "Effective Date" means the date of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the CommissionEffective Time.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 on (File No. 333-275898i) in respect of securities (the “Shelf Securities”)an additional registration statement, including the Securities and contents of the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to either such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have registration statement has been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent prior to the date of such effectiveness in the form heretofore delivered to the Representatives for each execution and delivery of the Underwriters; and no stop order suspending Terms Agreement, the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.most recent amendment

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters Underwriter that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including the Securities and the Conversion Shares; the various parts a form of such registration statement as amended prospectus, relating to the date of this AgreementSeries Certificate and the (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission in such form; no other document with respect or has become effective upon filing pursuant to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with Rule 462(c) under the CommissionAct or, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each case of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.Additional

Representations and Warranties of the Bank. The Bank represents BANK represents, warrants, covenants and warrants to, and agrees with, each of undertakes the Underwriters that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed following to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) true and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein correct as of the date hereof and that the following will be true and correct on the Determining Date and is aware and acknowledges that the PURCHASERS have agreed to enter into this Agreement and the transactions contemplated herein in reliance on these representations, warranties, covenants and undertakings of such prospectus, have been declared effective by the Commission BANK: 2.1.1 ATAD is a private company duly registered in such formIsrael; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing its registration number with the Commission, except for any documents filed Registrar of Companies is 51-0▇▇▇▇▇-▇; ▇▇ is wholly owned and controlled by BHP; and it is an active company lawfully conducting its business and it has all the powers and authorities to enter into this Agreement and to fulfill all its undertakings hereunder. 2.1.2 BHP is a public company duly registered as a bank in Israel; its registration number with the Commission subsequent Registrar of Companies is 52-0▇▇▇▇▇-▇, ▇▇d it is an active company lawfully conducting its business and it has all the powers and authorities to enter into this Agreement and to fulfill all its undertakings hereunder. 2.1.3 Save as set out in Section 7.1 of the Main Agreement each of BHP and ATAD have completed all such corporate acts and proceedings required under their incorporation documents and under law for entering into this Agreement and the fulfillment of their undertakings hereunder. 2.1.4 ATAD is the record owner and holder of the Shares; the Shares and ATAD's rights therein are free and clear of any Third Party Right, and there is nothing to prevent the sale and transfer of the Shares to the date PURCHASERS as set out hereinafter in this Agreement. 2.1.5 On October 30, 1985, and at all times thereafter until the Determining Date, BHP was, is, and will be the "Beneficial Owner" (as the term is defined in Section 912 of such effectiveness in the form heretofore delivered New York Business Corporation Law), directly or through ATAD (which is and always was a wholly owned subsidiary of BHP), of not less than 20% of the outstanding voting stock of AMPAL. 2.1.7 On the Determining Date, BHP will be the sole record and Beneficial Owner and holder of the Shares and will transfer the Shares to the Representatives for each PURCHASERS free and clear of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the CommissionThird Party Right.

Representations and Warranties of the Bank. The Bank represents and warrants to, to and agrees with, with each of the Underwriters that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) Registration Statement has heretofore become effective under the Securities Act of 1933or, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a respect to any registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part filed to register the offer and sale of the registration statement at the time of effectiveness Shares and ADSs pursuant to Rule 430A or Rule 430B 462(b) under the Act, are hereinafter called will be filed with the “Registration Statement;” such Registration Statement (including any pre-SEC and become effective amendment thereto) and any post-effective amendment theretounder the Act no later than 10:00 P.M., each in the form heretofore delivered to the RepresentativesNew York City time, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of on the date of such prospectus, have been declared effective by determination of the Commission in such formpublic offering price for the Shares and the ADSs; no other document with respect to such stop order of the SEC preventing or suspending the use of any Preliminary Prospectus or Permitted Free Writing Prospectus or the effectiveness of the Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such ADS Registration Statement or any post-effective amendment thereto has been issued, and no proceeding proceedings for that such purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has have been initiated instituted or, to the knowledge of the Bank, are contemplated or threatened by the SEC; the Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares or ADSs, will comply, in all material respects, with the requirements of the Act; the ADS Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares or ADSs, will comply, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the ADS Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each Preliminary Prospectus complied, at the time it was filed with the SEC, and complies as of the date hereof, in all material respects with the requirements of the Act; at no time during the period that begins on the earlier of the date of such Preliminary Prospectus and the date such Preliminary Prospectus was filed with the SEC and ends at the time of purchase did or will any Preliminary Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and at no time during such period did or will any Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, if any, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Prospectus will comply, as of its date, the date that it is filed with the SEC, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares or ADSs, in all material respects, with the requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the SEC and ends at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares or ADSs did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, as then amended or supplemented, together with any Preliminary Prospectus or other Permitted Free Writing Prospectus then issued, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation or warranty with respect to any statement contained in the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning an Underwriter and furnished in writing by or on behalf of such Underwriter through you to the Bank expressly for use in the Registration Statement, the ADS Registration Statement, such Preliminary Prospectus, the Prospectus or such Permitted Free Writing Prospectus; the Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act; any statutes, regulations, contracts, related party transactions or other documents that are required to be described in the Registration Statement, the ADS Registration Statement, any Preliminary Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so described or filed as required; (b) prior to the execution of this Agreement, the Bank has not, directly or indirectly, offered or sold any Shares or any ADSs by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Preliminary Prospectuses and the Permitted Free Writing Prospectuses, if any; the Bank has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under the Act; assuming that such Permitted Free Writing Prospectus is accompanied or preceded by the most recent Preliminary Prospectus that contains a price range or the Prospectus, as the case may be, and that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the SEC (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the SEC), the sending or giving, by any Underwriter, of any Permitted Free Writing Prospectus will satisfy the provisions of Rule 164 or Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164); the Preliminary Prospectus dated ___, 2006 is a prospectus that, other than by reason of Rule 433 or Rule 431 under the Act, satisfies the requirements of Section 10 of the Act, including a price range where required by rule; neither the Bank nor the Underwriters are disqualified, by reason of subsection (f) or (g) of Rule 164 under the Act, from using, in connection with the offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Act) pursuant to Rules 164 and 433 under the Act; the Bank is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Shares and the ADSs contemplated by the Registration Statement; the parties hereto agree and understand that the content of any and all “road shows” (as defined in Rule 433 under the Act) related to the offering of the Shares and the ADSs contemplated hereby is solely the property of the Bank; the Bank has caused there to be made available at least one version of a “bona fide electronic road show” (as defined in Rule 433 under the Act) in a manner that, pursuant to Rule 433(d)(8)(ii) under the Act, causes the Bank not to be required, pursuant to Rule 433(d) under the Act, to file, with the SEC, any Road Show; (c) as of the date of this Agreement, the Bank has an authorized and outstanding capitalization as set forth in the sections of the Registration Statement, each Preliminary Prospectus and the Prospectus entitled “Capitalization” and “Description of Capital Stock” (and any similar sections or information, if any, contained in any Permitted Free Writing Prospectus) and, after giving effect to the transactions contemplated by this Agreement (including, without limitation, the sale of Argentine Shares pursuant to the Argentine Underwriting Agreement and the Preferential Subscription Transactions), the Bank shall have an authorized and outstanding capitalization as set forth in the section of the Registration Statement and the Prospectus entitled “Capitalization” under the column “As Adjusted” (and any similar sections or information, if any, contained in any Permitted Free Writing Prospectus); all of the issued and outstanding shares of capital stock of the Bank have been, and the Shares will be at the time of purchase (or additional time of purchase if applicable), duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable Argentine laws, rules and regulations, including, without limitation, any requirements of the Comisión Nacional de Valores (the “Argentine Securities Commission.”) and the BASE, and were not issued in violation of any preemptive right, accretion right, resale right, right of first refusal or similar right; no further approval or authority of the shareholders or the Board of Directors of the Bank is required for the issuance and sale of the Shares and the ADSs pursuant to this Agreement, the sale of the Argentine Shares pursuant to the Argentine Underwriting Agreement or the conduct and consummation of the Preferential Subscription Transactions; and the ADSs are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the NYSE; (d) the Bank has been duly incorporated and is validly existing as a corporation under the laws of Argentina, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, each Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, to execute and deliver this Agreement, the Argentine Underwriting Agreement, the Deposit Agreement and the Preferential Subscription Documents to which it is a party, and to carry out the terms and provisions hereof and thereof to be carried out by it; (e) the Bank is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, either (i) have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Bank and the Subsidiaries (as hereinafter defined) taken as a whole, (ii) prevent or materially interfere with consummation of the transactions contemplated by this Agreement, the Argentine Underwriting Agreement, the Deposit Agreement or the Preferential Subscription Documents, or (iii) result in the delisting of the ADSs from the NYSE (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (i), (ii) and (iii) being herein referred to as a “Material Adverse Effect”); (f) the Bank has no subsidiaries (as defined under the Act) other than the subsidiaries named on Schedule D annexed hereto (collectively, the “Subsidiaries”); except as disclosed in the Registration Statement, each Preliminary Prospectus and the Prospectus the Bank owns all of the issued and outstanding capital stock or ownership interests of each of the Subsidiaries; other than the capital stock of the Subsidiaries, except as disclosed in the Registration Statement, each Preliminary Prospectus and the Prospectus the Bank does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity; complete and correct copies of the charters and the bylaws of the Bank and each Subsidiary and all amendments thereto have been delivered to you, and no changes therein will be made on or after the date hereof or on or before the time of purchase or, if later, any additional time of purchase except, as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, the amendment to Section 14 of the Bank’s bylaws adopted by the Bank shareholders on September 26, 2005 and pending approval by the CNV; each Subsidiary has been duly organized and is validly existing as an entity under the laws of the jurisdiction of its organization, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, each Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any; each Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect; each Subsidiary is in compliance in all respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect; all of the outstanding shares of capital stock or ownership interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, accretion right, resale right, right of first refusal or similar right and, except as disclosed in the Registration Statement, each Preliminary Prospectus and the Prospectus are owned by the Bank subject to no security interest, other encumbrance or adverse claims; no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding; the Bank has no “significant subsidiary”, as that term is defined in Rule 1-02(w) of Regulation S-X under the Act, other than Nuevo Banco Suquía S.A. (“Suquía”); (g) this Agreement and the Argentine Underwriting Agreement have been duly authorized, executed and delivered by the Bank; (h) the Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement and the Argentine Underwriting Agreement, respectively, will be duly and validly issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, accretion rights, resale rights, rights of first refusal and similar rights; the Shares, when issued and delivered against payment therefor as provided in this Agreement, will be free of any restriction upon the voting or transfer thereof pursuant to the Bank’s bylaws or other governing documents or any agreement or other instrument to which the Bank or any of the

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-74600) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commis sion (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to of the date of this Agreementtime such Additional Registra J.P. Morgan Securities Inc. March 26, 2002 Page 3 (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registra tion Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently r▇▇▇▇▇▇ ▇▇▇ filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Regis tration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this J.P. Morgan Securities Inc. March 26, 2002 Page 5 representa▇▇▇▇ ▇▇▇ ▇▇rranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and deliv ered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insol- vency, reo▇▇▇▇▇▇▇▇▇▇▇, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insol vency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agree ment, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach J.P. Morgan Securities Inc. March 26, 2002 Page 7 or violati▇▇ ▇▇ ▇▇▇ ▇f the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threat ened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to of the date of this Agreementtime such Additional Registra- (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insol- vency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the ------------------------------------------ execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters Underwriter that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Certificates. Such registration statement, as amended at the time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and the Conversion Shares; the various parts deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including the contents of the Initial Registration Statement incorporated Chase Securities Inc. December 10, 1997 Page 3 by reference therein and including all documents incorporated by reference in information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Certificates has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriter. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriter shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriter prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed or transmitted for filing with pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the Commissiondate of the applicable Terms Agreement, except for any documents and the Additional Registration Statement (if any), relating to the Certificates, have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriter in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Series Certificate and the Notes has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the applicable Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333- ) has been filed with the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder in accordance with the provisions of the Securities Act of 1933, as amended (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities Rules and Regulations under the Act (the “Shelf SecuritiesRules and Regulations”). Such registration statement, including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreementamended, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission Commission. Such registration statement, as amended as of the time it became effective (including without limitation each deemed effective date and time in such form; no other document accordance with respect to such Registration Statement or document Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including all material incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent and all information deemed to the date of such effectiveness in the form heretofore delivered be part thereof pursuant to the Representatives for each Rule 430B of the Underwriters; Rules and no Regulations is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations a preliminary prospectus supplement dated [ , 20 ] relating to the sale of the Securities (the “Preliminary Prospectus Supplement”) accompanied by the base prospectus dated [ , 20 ] (the “Base Prospectus”; together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”). The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Securities (the “Prospectus Supplement”) to the Base Prospectus (together with the Prospectus Supplement, the “Prospectus”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the Effective Time or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder that are deemed to be incorporated by reference therein. (b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement. The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Notes were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Notes (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto. (e) The Time of Sale Information, at the Time of Sale, did not include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]1; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Time of Sale Information. (f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank 1 The bracketed language is unnecessary if a final term sheet containing the pricing information is included in the Time of Sale Information. makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto. (g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading[, except that no representation or warranty is made with respect to the omission of pricing and pricing dependent information which information shall of necessity appear in the Prospectus]2; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. (h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (i) When the Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity.

Representations and Warranties of the Bank. The Bank hereby represents and warrants to, and agrees with, each of the Underwriters that: (a) It is a bank duly organized, validly existing and in good standing under the laws of the State of Connecticut and has all requisite corporate power and authority to own, operate and lease its real and personal properties in the manner and to the extent owned, operated or leased as of the date hereof; it is duly authorized and empowered with all requisite regulatory approvals to conduct a general banking business at its main and branch offices as established on the date hereof; and no action or administrative proceeding is pending, or, to its knowledge, threatened or contemplated, which would in any way challenge it's right or authority to conduct a general banking business at its main office or any of its branch offices; (b) Its authorized capital stock consists of 8,000,000 shares of Bank Common Stock, par value $1.00 per share, and 2,000,000 shares of serial preferred stock, par value $1.00 per share; (c) It has the corporate power and authority to enter into, subject to approval of this Plan by the shareholders of the Bank meets and the requirements receipt of necessary regulatory approvals become bound by the terms of, this Plan, which Plan has been duly approved by not less than a majority of its directors at a meeting duly called for use such purpose and has been duly executed and delivered on its behalf and, subject to such shareholder approval and such regulatory approvals, constitutes a legal, valid and binding obligation of Form F-3 the Bank enforceable against the Bank in accordance with its terms; (“Form F-3”d) If the requisite approval of the Plan is obtained at the meeting of shareholders of Bank Common Stock referred to in Section 5.1(d), thereafter and until the Effective Date, the Bank shall issue certificates for Bank Common Stock, whether upon transfer or otherwise, only if such certificates bear a legend, the form of which shall be approved by the Board of Directors of the Company, indicating that the Plan has been approved and that shares of Bank Common Stock evidenced by such certificates are subject to acquisition by the Company pursuant to the Plan; (e) The performance by the Bank of its obligations under this Plan will not conflict with any provision of the charter or by-laws of the Bank or conflict with, or result in a breach of or a default (without regard to the giving of notice or the passage of time) under, any indenture, agreement, contract, commitment or obligation to which it is a party or by which it or its assets may be bound, or violate any provision of any law, governmental rule or regulation, judgment or decree binding on it or any of its assets; and (f) The names of all affiliates, as defined in the rules and regulations promulgated under the Securities Act of 1933, as amendedamended (the "Securities Act"), of the Bank (including all of its directors) who will acquire shares of Company Common Stock in connection with the Acquisition and the rules and regulations number of shares of Bank Common Stock owned of record or beneficially by each of them, are set forth in a list previously furnished by the United States Securities and Exchange Commission Bank to the Company (the “Commission”) thereunder (collectively, the “Act”"Bank Affiliates"), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Upon the ------------------------------------------ execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters Underwriter that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Certificates. Such registration statement, as amended at the time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and the Conversion Shares; the various parts deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) Chase Securities Inc. September 15, 1997 Page 3 deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Certificates has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriter. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriter shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriter prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed or transmitted for filing with Chase Securities Inc. September 15, 1997 Page 4 pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the Commissiondate of the applicable Terms Agreement, except for any documents and the Additional Registration Statement (if any), relating to the Certificates, have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; Chase Securities Inc. September 15, 1997 Page 5 (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriter in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound Chase Securities Inc. September 15, 1997 Page 6 which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898211718) in respect of securities (the “Shelf Securities”), including ) with the Securities and the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission in such form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission. The base prospectus covering the Securities dated June 30, 2016, included in such Registration Statement, in the form first used to confirm sales of the Notes (or in the form first made available to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement, dated June 30, 2016 (the “Prospectus Supplement”) specifically relating to the Notes, in the form first used to confirm sales of the Notes (or in the form first made available to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act), is hereinafter referred

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each the Agent as of the Underwriters that:Commencement Date, as of each date on which the Agent solicits offers to purchase Securities, as of each date on which the Bank accepts an offer to purchase Securities (including any purchase by an Agent as principal pursuant to a Terms Agreement), as of each date the Bank issues and delivers Securities and as of each date the Registration Statement or the Basic Prospectus is amended or supplemented, as follows (it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement, the Basic Prospectus, the Program Prospectus and the Prospectus, each as amended or supplemented to each such date) that (provided, however, that as of the Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below): (a) the Bank meets the requirements for use of Form form F-3 (“Form F-3”) under the Securities Act; the Registration Statement is a shelf registration statement on Form F-3 that has been filed with the Commission not earlier than three years prior to the date hereof; and, to the knowledge of the Bank, no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Bank; the Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before, or to the knowledge of the Bank, threatened by the Commission; (b) the documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act and the rules and regulation of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) the Registration Statement, the Time of Sale Information and the Prospectus comply and, as amended or supplemented, if applicable, will comply as of the time of such amendment or supplement in all material respects with the Securities Act, the Exchange Act and, if applicable, the Trust Indenture Act of 19331939, as amended (the “Trust Indenture Act”), and as to the Registration Statement and any amendment thereto, do not and will not, as of the applicable effective date of the Registration Statement and such amendment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and, as to the Prospectus and any amendment or supplement thereto, do not and will not, as of their dates and applicable filing dates as to the Prospectus and such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Agent expressly for use in the Prospectus as amended or supplemented relating to a particular issuance of Securities or (ii) that part of the Registration Statement that constitutes the Statement of Eligibility under the Trust Indenture Act (Form T-1) of the Trustee; (d) other than the Prospectus, as amended and supplemented, the Bank (including its representatives other than the Agent (in the event the Agent is acting as agent)) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Bank or its agents and representatives, other than a communication referred to in clause (i) below, an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Schedule II to Annex I hereto and other written communications approved in writing in advance by the Agent; each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Prospectus, as amended and supplemented, did not, and at the Closing Date or time of settlement of such sale (in the case of Securities sold via an Agent) will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to the Agent furnished in writing to the Bank by or on behalf of the Agent expressly for use in any Issuer Free Writing Prospectus; and the Bank is not an “ineligible issuer” or an “excluded issuer” and the offering is not an “excluded offering”, in connection with the offering of the Securities pursuant to Rules 164, 405 and 433 under the Securities Act (or, if the Bank is an “ineligible issuer” the Issuer Free Writing Prospectus contains only descriptions of the terms of the securities in the offering or the offering); (e) the Bank has been duly organized and is validly existing as a bank listed on Schedule I to the Bank Act (Canada) (the “Bank Act”), is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification except to the extent that the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the results of operations, business affairs or business prospects of the Bank and its subsidiaries, taken as a whole (a “Material Adverse Effect”) and has all requisite power and authority (corporate and other) to conduct its businesses and to own, lease and operate its properties and assets as described in the Prospectus and Time of Sale Information, except where failure to do so would not reasonably be expected to have a Material Adverse Effect, and to execute, deliver and perform its obligations under this Agreement and any applicable Terms Agreement and to issue, sell and deliver the Securities; (f) the Bank is not, and after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (“Investment Company Act”); (g) any auditors who audited the financial statements incorporated by reference into the Registration Statement (any such auditor, an “Auditor”) were independent registered chartered accountants for the period covered by such financial statements as required by the Securities Act, the Exchange Act and the regulations thereunder, and the Bank Act; (h) the consolidated financial statements of the Bank included or incorporated by reference in the Registration Statement (and any amendments or supplements thereto), the Prospectus and the Time of Sale Information, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Bank and its subsidiaries at the dates indicated and the consolidated results of operations and the consolidated changes in financial position of the Bank and its subsidiaries for the periods specified; and such consolidated financial statements, together with the related schedules and notes, have been prepared in conformity with International Financial Reporting Standards (“IFRS”), as adopted in Canada, consistently applied throughout the periods involved, except as disclosed therein; (i) the Securities have been duly authorized by the Bank and, when executed and authenticated in accordance with the provisions of the Indenture and delivered and paid for in accordance with the terms of this Agreement and any Terms Agreement, will constitute valid and binding obligations of the Bank, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting creditors’ rights generally and general principles of equity and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the Securities will be entitled to the benefits of the Indenture; (j) the execution and delivery by the Bank of this Agreement and any applicable Terms Agreement and the performance by the Bank of its obligations under this Agreement, the applicable Terms Agreement and the Indenture and the creation and issue of the Securities and the sale of the Securities will not result in a breach of or default under, and will not conflict with: (i) the by-laws of the Bank; (ii) any agreement, indenture, lease, document or instrument by which the Bank or any Significant Subsidiary, is contractually bound at the Solicitation Time or Time of Delivery (each as defined below), except for breaches or violations which would not have a Material Adverse Effect; or (iii) any statute, regulation or rule applicable to the Bank or any Significant Subsidiary, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Bank or any Significant Subsidiary, except for breaches or violations which would not have a Material Adverse Effect, nor will such actions result in any material violation of the provisions of the Bank Act (Canada); (k) no consent, approval, authorization or order of, or qualification with, any court or relevant regulatory or governmental authority having jurisdiction over the Bank or any of its subsidiaries or any of their properties (“Governmental Authorization”) is required in connection with the issuance and sale of the Securities or the consummation by the Bank of the transactions contemplated by this Agreement, any applicable Terms Agreement or the Indenture, except such as have been, or will have been prior to Time of Delivery, obtained under the laws of the provinces and territories of Canada (including those required by the Office of the Superintendent of Financial Institutions (Canada) or any successor thereto), the Securities Act and the Trust Indenture Act and such Governmental Authorizations as may be required under state securities or blue sky laws in connection with the distribution of the Securities by the Agent; (l) since the date of the latest financial statements included or incorporated by reference in the Prospectus, there has not occurred any material adverse change in the financial condition or in the earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Prospectus or the Time of Sale Information; (m) there is no action, suit or proceeding now pending, or, to the knowledge of the Bank, threatened against the Bank or any of its subsidiaries or to which any of the properties of the Bank or any of its subsidiaries is subject, that is required to be described in the Registration Statement, the Prospectus as amended or supplemented or the Time of Sale Information, and is not so described; (n) this Agreement has been duly authorized, executed and delivered by the Bank and the Bank will have authorized, executed and delivered any Terms Agreement entered in to in respect of the Securities, and this Agreement and any such Terms Agreement constitute and will constitute, as the case may be, the valid and legally binding agreement of the Bank enforceable in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles; (o) the Indenture has been duly qualified under the Trust Indenture Act, complies as to form in all material respects with the applicable provisions of the Trust Indenture Act and has been duly authorized by the Bank, and assuming the due authorization, execution and delivery thereof by the Trustees, constitutes a legal, valid and binding obligation of the Bank, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting creditors’ rights generally and general principles of equity and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (p) each “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act) (the “Significant Subsidiaries”) of the Bank, if any, has been duly incorporated and is validly existing under the laws of the relevant jurisdiction, and each Significant Subsidiary, if any, is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect, and has all requisite power and authority (corporate and other) to conduct its business and to own, lease and operate its properties and assets as described in the Time of Sale Information, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (q) the Bank has conducted and is conducting its business in compliance in all respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on, except where the failure to be in such compliance would not have a Material Adverse Effect; (r) neither the Bank nor any of its subsidiaries nor, to the knowledge of the Bank, any director, officer, agent acting on behalf of the Bank or employee of the Bank or of any of its subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations of the United States Securities and Exchange Commission thereunder (the “Commission”) thereunder (collectively, the “ActFCPA”), or any similar law or regulation of any other jurisdiction, in each case to the extent applicable; and has filed the Bank and its subsidiaries have conducted their businesses in compliance with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) FCPA or any similar law or regulation of any other jurisdiction, in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended each case to the date of this Agreementextent applicable, including all exhibits thereto and have instituted and maintain policies and procedures reasonably designed to provide compliance therewith; (s) the documents incorporated by reference in the prospectus contained in the registration statement at the time such part operations of the registration statement became effective Bank and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, its subsidiaries are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated orconducted and, to the knowledge of the Bank, contemplated or threatened by the Commission.o

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-36939) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a date that such registration statement including a prospectus on Form F-3 (File No. 333or the most recent post-275898) in respect of securities (effective amendment thereto became effective under the “Shelf Securities”)Act, including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated Term Sheet dated June 9, 1998 relating to the Securities (the "Term Sheet") disseminated by reference in the prospectus contained in Underwriters, is hereinafter referred to as the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank filed the Term Sheet on Form 8-K with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within two business days of its dissemination by the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to Chase Securities Inc. pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-____) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus;" (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein; (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables; (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity; (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement; (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions; (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date; (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct; (k) This Agreement has been duly executed and delivered by the Bank;

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) Two registration statements on Form S-3 (Nos. 333-36939 and 333-60994) have been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statements, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that each such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, including the exhibits thereto, are hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Certificates. Such registration statement, as amended at the time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and the Conversion Shares; the various parts deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Certificates has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing Chase Securities Inc. November 13, 1998 Page 4 the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed or transmitted for filing with pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the Commissiondate of the applicable Terms Agreement, except for any documents and the Additional Registration Statement (if any), relating to the Certificates, have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank Chase Securities Inc. November 13, 1998 Page 6 by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Chase Securities Inc. November 13, 1998 Page 7 Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters Underwriter that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Certificates. Such registration statement, as amended at the time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and the Conversion Shares; the various parts deemed to be part of such registration statement as amended of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the date General Instructions of this Agreementthe Form on which it was filed and including (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriter. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriter shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriter prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed or transmitted for filing with pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the Commissiondate of the applicable Terms Agreement, except for any documents and the Additional Registration Statement (if any), relating to the Certificates, have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriter in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants toto the Initial Purchasers, and agrees with, each as of the Underwriters thatdate hereof (unless otherwise specified), as follows: (a) The Preliminary Offering Circular and the Bank meets Other Materials were as of their respective dates, at the requirements for use Time of Form F-3 (“Form F-3”) under Sale and as of the Securities Act of 1933, as amendedClosing Date, and the rules Final Offering Circular is as of the date thereof and regulations as of the Closing Date, accurate in all material respects, and the Preliminary Offering Circular and the Other Materials did not as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular does not as of the date thereof and as of the Closing Date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading (it being understood that no representation or warranty is made with respect to the omission of information in the Preliminary Offering Circular regarding the final amount of the Offered Notes (as reflected in the Final Offering Circular) or pricing and price-dependent information, which information shall of necessity appear only in the Final Offering Circular). Notwithstanding the foregoing, this representation and warranty does not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by the Initial Purchasers specifically for use in connection with the preparation thereof, such information being limited to the information set forth in Exhibit D (the “Initial Purchasers Information”). (b) The Bank is a federal savings association duly organized and validly existing in good standing under the laws of the United States Securities States, with full corporate power, authority and Exchange Commission legal right to own its properties and conduct its credit card business as described in the Preliminary Offering Circular and the Final Offering Circular, is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to the “Commission”Bank in each jurisdiction in which failure to so qualify or obtain such licenses and approvals would have a material adverse effect on the interests of holders of the Notes under the Indenture or the Receivables under the Operating Agreement or the Participation Agreement. (c) thereunder the Receivables have been acquired and will be acquired by the Seller under the Operating Agreement and the Participation Agreement, other than the Retained Interest (as defined in the Participation Agreement), which is held by the Bank, by the Transferor under the Receivables Purchase Agreement and by the Issuer under the Transfer and Servicing Agreement free and clear of any lien, charge or encumbrance, but subject to the rights of the related obligors; and as of the date hereof and as of the Time of Delivery (as defined herein), neither the Bank nor the Transferor is obligated to repurchase Receivables in the Initial Accounts or in any Additional Accounts (each as defined in the Transfer and Servicing Agreement) constituting a material portion of the aggregate Receivables in the Accounts (as defined in the Transfer and Servicing Agreement) existing as of the Closing Date. (d) The execution, delivery and performance by the Bank of this Agreement, the Operating Agreement, the Participation Agreement, the Transfer and Servicing Agreement Agreement, the Limited Liability Company Agreement and the Administration Agreement (collectively, the “ActBank Agreements”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; consummation by the various parts Bank of such registration statement as amended to the date of this Agreement, including transactions provided for herein and therein have been duly authorized by the Bank by all exhibits thereto and necessary corporate action on the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Federal Stock Charter or By-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (e) The Bank Agreements constitute legal, valid and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights (including the information (if anyFederal Deposit Insurance Act, as amended) deemed to be part as such laws would apply in the event of the registration statement at the time of effectiveness pursuant to Rule 430A insolvency, liquidation or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no reorganization or other document similar occurrence with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (f) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the offering state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper transfer and delivery of the Shelf Securities Receivables to the Owner Trustee on behalf of the Issuer have been taken or obtained. (including g) Other than as set forth or contemplated in the Securities and the Conversion Shares) has been initiated Preliminary Offering Circular, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, contemplated threatened to which any of the Bank or threatened its subsidiaries is a party or to which any property of the Bank or its subsidiaries is the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to (i) have a material adverse effect on the financial position or results of operations of the Bank and its subsidiaries, taken as a whole, and the interests of the holders of the Notes, or (ii) impair materially the ability of the Bank to perform its obligations under the Bank Agreements. (h) This Agreement has been duly executed and delivered by the CommissionBank. (i) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of the Bank for the three most recent years for which such reports are publicly available, as submitted to the Office of Thrift Supervision; except as set forth in or contemplated in the Preliminary Offering Circular and the Final Offering Circular, there has been no material adverse change in the condition (financial or otherwise) of the Bank since the date of the most recent of such reports. (j) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Bank of the Bank Agreements shall have been paid or will be paid by or on behalf of the Bank at or prior to the Closing Date to the extent then due. (k) When the Series 2007-2 Notes are issued pursuant to the Indenture, the Offered Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class (within the meaning of Rule 144A under the Act) as securities that are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or quoted in a U.S. automated inter-dealer quotation system. (l) Neither the Bank nor any person acting on its behalf has offered or sold any Series 2007-2 Notes by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act. Neither the Bank nor any of its affiliates (directly or indirectly) has offered or sold or will offer or sell any Series 2007-2 Notes or similar security in a manner that would render the issuance and sale of the Series 2007-2 Notes a violation of Section 5 of the Act, or require registration pursuant thereto, nor will it authorize any person to act in such manner. (m) When the Series 2007-2 Notes are issued pursuant to the Indenture, the Issuer will not be required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to of the date of this Agreementtime such Additional Registra- (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently rev▇▇▇▇ ▇▇▇ ▇▇led with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission.; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-____) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Certificates (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein; (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, the Bank makes no representation and warranty as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus; (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) On the Closing Date, the Certificates will have been duly and validly authorized and, when such Certificates are duly and validly executed by or on behalf of the Bank, authenticated by the Trustee and delivered in accordance with the Pooling and Servicing Agreement and delivered and paid for as provided herein, will be validly issued and outstanding and entitled to the benefits and security afforded by the Pooling and Servicing Agreement. (f) The execution, delivery and performance by the Bank of this Agreement and the Pooling and Servicing Agreement, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank and the Trust to consummate such transactions. (g) When executed and delivered by the parties thereto, the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (h) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), required in connection with the execution, delivery and performance of this Agreement and the Pooling and Servicing Agreement has been or will be taken or obtained on or prior to the Closing Date. (i) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Pooling and Servicing Agreement will be true and correct. (j) This Agreement has been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Agent that: (a) the Bank is qualified to file a short form prospectus that is a base shelf prospectus pursuant to the requirements of National Instrument 44-101 – Short Form Prospectus Distributions, and National Instrument 44-102 – Shelf Distributions, of the Canadian Securities Administrators; the Bank has prepared and filed with the Autorité des marchés financiers (the “AMF”, which term includes any predecessor organization) in the Province of Québec a preliminary short form base shelf prospectus (the “Preliminary Base Shelf Prospectus”) and a final short form base shelf prospectus (the “Final Base Shelf Prospectus”) in respect of U.S.$4,000,000,000 senior debt securities and subordinated debt securities, a preliminary receipt for the Preliminary Base Shelf Prospectus and a final receipt for the Final Base Shelf Prospectus, each in the form heretofore delivered to the Agents has been issued by the AMF; no other document with respect to such short form base shelf prospectus, amendments thereto, or document incorporated by reference therein has heretofore been filed or transmitted for filing with the AMF subsequent to the date of issuance of the final receipt for the Final Base Shelf Prospectus (other than the prospectus supplements and pricing supplements filed with the AMF pursuant to applicable securities laws of the Province of Québec as varied and amended by a decision of the AMF (“Québec Securities Laws”) and documents subsequently filed with the AMF in the form heretofore delivered to the Agents); and no order having the effect of preventing or suspending the use of any prospectus relating to the Securities has been issued, and no proceeding for that purpose has been initiated or, to the knowledge of the Bank, threatened by the AMF; the Final Base Shelf Prospectus is hereinafter called the “Shelf Prospectus” and any reference to the Shelf Prospectus as amended or supplemented shall be deemed to refer to the Shelf Prospectus as amended or supplemented in relation to the Securities, including any documents incorporated by reference therein as of the date of such filing; (b) the Bank meets the requirements for use of Form F-3 F-9 (“Form F-3F-9”) under the Securities Act of 1933, as amendedamended (the “Act”), with respect to the Securities and has filed a registration statement on Form F-9 (File No. 333-109392), including the rules and regulations Shelf Prospectus for which the AMF has issued the final receipt as modified as required or permitted by Form F-9, in respect of the United States Securities with the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statementregistration statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto registration statement has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission; any preliminary prospectus (including any supplement thereto) included in such registration statement is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, are hereinafter called the “Registration Statement”; the prospectus, as supplemented by the prospectus supplement dated January 26, 2005 relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission is hereinafter called the “Prospectus”; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any supplement to the Prospectus that sets forth only the terms of a particular issue of the Securities is hereinafter called a “Pricing Supplement”; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under Québec Securities Laws or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to the “Prospectus as amended or supplemented” shall be deemed to refer to the Prospectus as amended or supplemented (including by the applicable Pricing Supplement) in relation to the Securities in the form in which it is filed with the Commission pursuant to General Instruction II.K. of Form F-9 (“General Instruction II.K.”) in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing; (c) the documents incorporated by reference in the Prospectus as amended or supplemented and in the Shelf Prospectus, when they were filed with the AMF, complied in all material respects with the requirements of the Québec Securities Laws, and none of such documents, as of their respective issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or the Shelf Prospectus or any further amendment or supplement thereto, when such documents are filed with the AMF, will comply in all material respects with Québec Securities Laws, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to be make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of an Agent expressly for use in the Prospectus as amended or supplemented relating to a particular issuance of Securities; (d) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply as of the time of such amendment or supplement in all material respects with the Act, the rules and regulations of the Commission thereunder, and, if applicable, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and as to the Registration Statement and any amendment thereto, do not and will not, as of the applicable effective date of the Registration Statement and such amendment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and, as to the Prospectus and any amendment or supplement thereto, do not and will not, as of their dates and applicable filing dates as to the Prospectus and such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of an Agent expressly for use in the Prospectus as amended or supplemented relating to a particular issuance of Securities or (ii) that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act (Form T-1) of the Trustee; (e) the Bank is not and, after giving effect to each offering and sale of Securities by the Bank, will not be, required to register as an “investment company” under the Investment Company Act of 1940; (f) any auditors who audited the financial statements incorporated by reference into the Registration Statement (any such auditor, an “Auditor”), were independent chartered accountants for the period covered by such financial statements as required by the Act, the Exchange Act, and the regulations thereunder, and the Bank Act (Canada); (g) no stop order suspending the effectiveness of the Registration Statement has been issued under the Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Bank, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with; (h) the Bank’s consolidated financial statements incorporated by reference in the Registration Statement (and any amendments or supplements thereto), together with related schedules and notes, present fairly, in all material respects, the consolidated financial position, results of operations and changes in financial position of the Bank and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related notes have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and United States generally accepted accounting principles (“U.S. GAAP”), in each case consistently applied throughout the periods involved, except as disclosed therein; the supporting schedules, if any, included in the Registration Statement present fairly in accordance with Canadian GAAP and U.S. GAAP the information required to be stated therein; and the other financial and statistical information and data set forth in the Registration Statement (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Bank and its subsidiaries; (i) the Series has been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement and any Terms Agreement, the Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Bank entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act, and the Indenture constitutes a valid and legally binding instrument of the Bank, enforceable in accordance with its terms against the Bank, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Securities of any particular issuance of Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented to relate to such issuance of Securities; (j) the execution and delivery of this Agreement and any Terms Agreement, the creation and issue of the Securities and the sale of the Securities and the consummation of the transactions contemplated by this Agreement and any Terms Agreement will not contravene any material contract, material indenture or other material agreement to which the Bank is bound, nor will such action result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the Bank, nor will such action result in any material violation of the provisions of the Bank Act or by-laws of the Bank or any law, administrative regulation or administrative or court order or decree of Canada or any political subdivision thereof applicable to the Bank; (k) no consent, approval, authorization, order or registration of or with any court or regulatory authority or other governmental agency or body in Canada is required for the issue, offer and sale of the Securities by the Bank in accordance with the terms of this Agreement and any Terms Agreement, except as may be required by Québec Securities Laws and the consent of the Superintendent of Financial Institutions Canada; (l) there has not occurred any material adverse change in the financial condition, earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Prospectus as amended or supplemented; and (m) there are no legal or governmental proceedings known to be pending or threatened to which the Bank or any of its subsidiaries is a party or to which any of the properties of the Bank or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus as amended or supplemented and are not so described.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent as of the Underwriters Commencement Date, as of each date on which such Agent solicits offers to purchase Securities, as of each date on which the Bank accepts an offer to purchase Securities (including any purchase by an Agent as principal pursuant to a Terms Agreement), as of each date the Bank issues and delivers Securities and as of each date the Registration Statement or the Basic Prospectus is amended or supplemented, as follows (it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement, the Basic Prospectus, the Program Prospectus and the Prospectus, each as amended or supplemented to each such date) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such formCommission; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed under the Act or transmitted for such filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission; (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Information or the Prospectus complied or will comply when so filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Information, as then amended or supplemented by the Bank, if applicable, at each Time of Sale of Securities in connection with the offering thereof when the Prospectus is not yet available to prospective purchasers and at each date on which the Bank issues and delivers Securities, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the applicable Time of Sale Information, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (viii) any interactive data expressly included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto; and (ix) any applicable issuer free writing prospectus, as defined in Rule 433(h) (each, an “Issuer Free Writing Prospectus”) complies in all material respects with the Act and has been filed in accordance with the Act (to the extent required thereby), except that (A) the representations and warranties set forth in this paragraph do not apply to (1) statements or omissions in the Registration Statement, the Time of Sale Information, or the Prospectus based upon information furnished to the Bank by any Agent expressly for use therein or (2) those parts of the Registration Statement that constitute the Statements of Eligibility (Forms T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustees and (B) the representations and warranties set forth in clauses (iv) and (vii) above, when made as of the Commencement Date or as of any date on which an Agent solicit offers to purchase Securities or on which the Bank accepts an offer to purchase Securities, shall be deemed not to cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Program Prospectus; (c) the Bank (i) validly exists as a Schedule I bank under the Bank Act (Canada); (ii) has the requisite corporate power and authority to execute and deliver this Agreement and any Terms Agreement to be entered into in respect of the Securities; (iii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus in all material respects; and (iv) has duly authorized, executed and delivered this Agreement and will have authorized, executed and delivered any Terms Agreement entered in to in respect of the Securities, and this Agreement and any such Terms Agreement constitute and will constitute, as the case may be, the valid and legally binding agreement of the Bank enforceable in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles; (d) the Bank is not, and after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be, required to register as an “investment company,” under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”); (e) any auditors who audited the financial statements incorporated by reference into the Registration Statement (any such auditor, an “Auditor”) were independent registered chartered accountants for the period covered by such financial statements as required by the Act, the Exchange Act and the regulations thereunder, and the Bank Act (Canada); (f) the Bank's consolidated financial statements incorporated by reference in the Registration Statement or included, in whole or in part, in the Prospectus (and any amendments or supplements thereto) and the Time of Sale Information comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position, results of operations and changes in financial position of the Bank and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related notes have been prepared in accordance with International Financial Reporting Standards (“IFRS”) consistently applied throughout the periods involved, except as may be disclosed therein; (g) the Series has been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement and any Terms Agreement, the Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Bank entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act, and the Indenture constitutes a valid and legally binding instrument of the Bank, enforceable in accordance with its terms against the Bank, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Securities of any particular issuance of Securities will conform, to the descriptions thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented to relate to such issuance of Securities; (h) the execution and delivery of this Agreement and any Terms Agreement, the creation and issue of the Securities and the sale of the Securities and the consummation of the transactions contemplated by this Agreement and any Terms Agreement will not contravene any material contract, material indenture or other material agreement to which the Bank is bound, nor will such action result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the Bank, nor will such action result in any material violation of the provisions of the Bank Act (Canada) or by-laws of the Bank or any law, administrative regulation or administrative or court order or decree of Canada or any political subdivision thereof; (i) no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the issue, offer and sale of the Securities by the Bank to the Agents in accordance with this Agreement and any Terms Agreement or the Indenture, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Agents; (j) there has not occurred any material adverse change in the financial condition, earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Prospectus as amended or supplemented and the Time of Sale Information; (k) there are no legal or governmental proceedings known to be pending or threatened to which the Bank or any of its subsidiaries is a party or to which any of the properties of the Bank or any of its subsidiaries is subject that are required to be described in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented and are not so described; and (l) at the earliest time after the filing of the Registration Statement that the Bank or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, and at the time of signing of the Terms Agreement, the Bank was not an “ineligible issuer” as defined in Rule 405 under the Act. Notwithstanding the foregoing, it is understood and agreed that, with respect to any offering of Securities that are “indexed notes” (as such term is defined in the Prospectus Supplement), the representations and warranties set forth in Section 1(b)(iii), 1(b)(iv), 1(b)(v), 1(b)(vi) and 1(b)(vii), 1(g) (except as to due authorization of the Series), and 1(i) when made as of the Commencement Date, or as of any date on which any Agent solicits offers to purchase Securities, with respect to any Securities the payments of principal or interest on which, or any other payments with respect to which, will be determined by reference to one or more currency exchange rates, commodities, securities of entities affiliated or unaffiliated with the Bank, baskets of such securities, equity indices or to other property or other factors, shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each SCUSA that (provided, however, that as of the Underwriters that:Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use of Form F-3 (“Form F-3Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”185049), including a prospectus, relating to the Securities and the Conversion Shares; the various parts of such Securities. Such registration statement statement, as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and it becomes effective, including the information (information, if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness pursuant (“Rule 430 Information”), is referred to Rule 430A or Rule 430B under the Act, are hereinafter called herein as the “Registration Statement;”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement (including any pre-effective amendment thereto) at the time of its effectiveness that omits Rule 430 Information, and any post-effective amendment thereto, each the term “Prospectus” means the prospectus in the form heretofore delivered first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Representatives, excluding exhibits Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to such the Registration Statement, but including all any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference in therein pursuant to Item 6 of Form F-3 under the prospectus contained therein Securities Act, as of the effective date of the Registration Statement or the date of such prospectusPreliminary Prospectus or the Prospectus, have been declared effective by as the Commission in such form; no other document case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such Registration Statement or document date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein has heretofore been filed or transmitted for filing with therein. Capitalized terms used but not defined herein shall have the Commission, except for any documents filed with the Commission subsequent meanings given to the date of such effectiveness terms in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the CommissionProspectus.

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

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the date General Instructions of this Agreementthe Form on which it was filed and including all information (if any) (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and J.P. Morgan Securities Inc. October 18, 2001 Page 4 the plan ▇▇ ▇▇▇▇▇▇▇▇tion thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission.; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers J.P. Morgan Securities Inc. October 18, 2001 Page 5 in connec▇▇▇▇ ▇▇▇▇ ▇he initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insol- J.P. Morgan Securities Inc. October 18, 2001 Page 6 vency, li▇▇▇▇▇▇▇▇▇ ▇r reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898197364) in respect of securities (Notes with the “Shelf Securities”), including the Securities and the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectusAgents, have been declared effective by the Commission in such form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) Notes has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.. The prospectus covering the Notes dated July 28, 2014, included in such Registration Statement, in the form first used to confirm sales of the Notes (or in the form first made available to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the “Basic Prospectus”; the Basic Prospectus, as may be supplemented, for a particular type of the Notes, by a product prospectus supplement specifically relating to that type of such Notes (a “Product Prospectus Supplement”), in the form first used to confirm sales of such Notes (or in the form first made available to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act), is hereinafter referred to as a “Product Prospectus”; the relevant Product Prospectus, as supplemented by a pricing supplement that sets forth only the terms of a particular issue of the Notes (a “Pricing Supplement”), in the form first used to confirm sales of such Notes (or in the form first made available to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the “Prospectus”; the term “Preliminary Prospectus” means any preliminary form of the Prospectus; unless otherwise specified, any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be; unless otherwise specified, any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), and are incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and, unless otherwise specified, any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Notes in the form in which it is filed with the Commission in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing; (b) with respect to each issue of the Notes, at the applicable Time of Sale (as defined herein), the Bank will have prepared the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”): the Preliminary Prospectus and each free-writing prospectus (as defined pursuant to Rule 405 under the Act) listed in the applicable Terms Agreement or other agreement in respect of a specific offering of Notes in the form of Schedule II to Annex I hereto; in addition, you have informed us that the Agents may orally provide the pricing information set out on Schedule II to Annex I hereto to prospective purchasers prior to confirming sales. If, subsequent to the date of the applicable Terms Agreement, the Bank and the Agents have determined that such Time of Sale Information included an untrue statement of any fact that would be material to a holder of Notes (a “Material Fact”) or omitted a statement of a Material Fact necessary to make the information therein, in the light of the circumstances under which it was made, not misleading and have agreed to provide an opportunity to purchasers of the Notes to terminate their old purchase contracts and enter into new purchase contracts, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry into the first such new purchase contract. As used herein, the term “Time of Sale” in respect of a particular issue of the Notes means the time specified in the applicable Terms Agreement or, if no Terms Agreement exists for a particular issue of the Notes, the time immediately prior to the time of the first sale by an Agent of any Notes with regard to such particular issue of the Notes;

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-131760) has been filed with the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder in accordance with the provisions of the Securities Act of 1933, as amended (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities Rules and Regulations under the Act (the “Shelf SecuritiesRules and Regulations”). Such registration statement, including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreementamended, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission Commission. Such registration statement, as amended as of the time it became effective (including without limitation each deemed effective date and time in such form; no other document accordance with respect to such Registration Statement or document Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including all material incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent and all information deemed to the date of such effectiveness in the form heretofore delivered be part thereof pursuant to the Representatives for each Rule 430B of the Underwriters; Rules and no Regulations is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations a preliminary prospectus supplement dated June 5, 2006 relating to the sale of the Offered Notes and the Certificates (including the static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of the prospectus under Item 1105(d) of Regulation AB under the Act, the “Preliminary Prospectus Supplement”) accompanied by the base prospectus dated June 5, 2006 (the “Base Prospectus”; together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”). The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Offered Notes and the Certificates (including the static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of the prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the Base Prospectus (together with the Prospectus Supplement, the “Prospectus”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the Effective Time or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder that are deemed to be incorporated by reference therein. (b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Registration Statement. The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Certificates were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Certificates (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto. (e) The Time of Sale Information, at the Time of Sale, did not include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Time of Sale Information. (f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto. (g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriter in its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of the Underwriter specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. (h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (i) When the Offered Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Offered Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (j) When the Class A-1 Notes have been duly executed by the Owner Trustee on behalf of the Trust, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered to or at the direction of the Bank pursuant to the Sale and Servicing Agreement, the Class A-1 Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (k) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (l) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (m) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (n) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (o) As of the Closing Date, the representations and warranties of the Bank, as Depositor and Servicer, in the Trust Agreement will be true and correct. (p) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank. (q) On the date on which the first bona fide offer of the Certificates is made, the Bank will not be an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-7575) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (other than the General Partner Certificates) (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement (or to the General Partner in the case of the General Partner Certificates), in each case, pursuant to the Sale and Servicing Agreement, will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, and of the General Partner in the Trust Agreement will be true and correct. (k) This Agreement has been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents ------------------------------------------ and warrants to, and agrees with, each of the Underwriters that: (ai) A registration statement on Form S-3 (having the Bank meets registration number stated in the requirements for use applicable Terms Agreement), including a prospectus and such amendments thereto as may have been required to the date of Form F-3 (“Form F-3”) execution of such Terms Agreement, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), has been filed with the Securities and Exchange Commission (the "Commission"), (which may have included one or more preliminary prospec- tuses and prospectus supplements (each, a "Preliminary Prospectus") meeting the requirements of Rule 430 of the Act), and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Certificates offered thereby by the Bank constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the United States Securities and Exchange Commission (the “Commission”"Rules and Regulations") thereunder (collectively, under the “Act”), are respectively referred to herein as the "Registration Statement" and has filed the "Prospectus"; provided, however, that -------- ------- a supplement to the Prospectus prepared pursuant to Section 5(a) hereof (each, a "Prospectus Supplement") shall be deemed to have supplemented the Prospectus only with respect to the Commission offering of the Certificates to which it relates. The conditions to the use of a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B S-3 under the Act, are hereinafter called as set forth in the “General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;” such Registration Statement . (including any pre-effective amendment theretoii) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectusexecution of the related Terms Agreement, have been declared effective by the Commission in such form; no other document Registration Statement and the Prospectus, except with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commissionany modification to which Representatives have agreed in writing, except for any documents filed with the Commission subsequent to the date of such effectiveness shall be in all substantive respects in the form heretofore delivered furnished to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of Underwriters prior to such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated date or, to the knowledge extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus or, if applicable, Series Term Sheet (as defined below) that has previously been furnished to you) as the Bank has advised Representatives, prior to such time, will be included or made therein. (iii) on the effective date of the Registration Statement, the Registration Statement and the Prospectus complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any mate- rial fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and on the date of each Terms Agreement and on each Closing Date (as defined below), the Registration Statement, the Prospectus and any Series Term Sheet will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing -------- ------- does not apply to information contained in or omitted from any of such documents based upon written information furnished to the Bank by any Underwriter specifically for use in connection with the preparation of the Registration Statement, the Prospectus or such Series Term Sheet. (iv) As of the Closing Date of the applicable Series of Certificates, the representations and warranties of the Bank in the Pooling and Servicing Agreement will be true and correct. (v) The Bank is an association duly organized, validly existing and in good standing as a licensed national banking association under the laws of the United States, and has all requisite power and authority to own its properties and conduct in all material respects its business as presently conducted and to execute, deliver and perform this Agreement and the applicable Terms Agreement, to authorize the issuance of the Certificates and to consummate the transactions contemplated hereby. (vi) The execution, delivery and performance by the Bank of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, any Enhancement Agreement, the issuance of the Certificates and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings. (vii) This Agreement and the applicable Terms Agreement have been duly executed and delivered by the Bank. (viii) The information, other than projections based upon historical data, provided to you by the Bank in connection with this Agreement and the sale of the Certificates and described on Schedule II attached to the applicable Terms Agreement when taken collectively, did not, as of the date such information was provided, or as of the effective date of the Registration Statement, or as of the date of the Prospectus, as the case may be, and does not as of the date hereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (ix) The Bank has authorized the conveyance of the Receivables to the Trust, and the Bank has authorized the Trust to issue the Certificates. (x) The Bank has delivered to you complete and correct copies of (i) the December 31, 1997 and 1998 audited consolidated balance sheets of BANK ONE CORPORATION (the parent of the Bank); (ii) publicly available portions of the Consolidated Report of Condition and Income of the Bank for the years ended December 31, 1997, and 1998 as submitted to the Comptroller of the Currency; (iii) publicly available portions of the Consolidated Report of Condition and Income of the Bank for the period ended March 31, 1999 as submitted to the Comptroller of the Currency; and (iv) such other similar items, if any, identified in the Terms Agreement. Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or threatened otherwise) of the Bank since December 31, 1998. (xi) Any taxes, fees and other governmental charges in connection with the execution, BANC ONE CAPITAL MARKETS, INC. June 7, 1999 Page 6 delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, any Enhancement Agreement and the Certificates shall have been paid or will be paid by the CommissionBank at or prior to the Closing Date. (xii) The Certificates have been duly and validly authorized, and, when validly authenticated, issued and delivered in accordance with the Pooling and Servicing Agreement and sold to the Underwriters as provided herein and in the applicable Terms Agreement, will conform in all material respects to the description thereof contained in the Prospectus and will be validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters that: (a) the Bank is qualified to file a short form prospectus that is a base shelf prospectus pursuant to the requirements of National Instrument 44-101 – Short Form Prospectus Distributions, and National Instrument 44-102 – Shelf Distributions, of the Canadian Securities Administrators; the Bank has prepared and filed with the Autorité des marchés financiers (the “AMF”) in the Province of Québec a preliminary short form base shelf prospectus (the “Preliminary Base Shelf Prospectus”) and a final short form base shelf prospectus (the “Final Base Shelf Prospectus”) in respect of US$6,000,000,000 senior debt securities and subordinated debt securities, a preliminary receipt for the Preliminary Base Shelf Prospectus and a final receipt for the Final Base Shelf Prospectus, each in the form heretofore delivered to the Representatives for each of the Underwriters has been issued by the AMF; no other document with respect to such short form base shelf prospectus, amendments thereto, or document incorporated by reference therein has heretofore been filed or transmitted for filing with the AMF subsequent to the date of issuance of the final receipt for the Final Base Shelf Prospectus other than documents filed with the AMF and the United States Securities and Exchange Commission (the “Commission”) and available on SEDAR and the Commission’s website; and no order having the effect of preventing or suspending the use of any prospectus relating to the Offered Securities has been issued, and no proceeding for that purpose has been initiated or, to the knowledge of the Bank, threatened by the AMF; the Final Base Shelf Prospectus is hereinafter called the “Shelf Prospectus” and any reference to the Shelf Prospectus as amended or supplemented shall be deemed to refer to the Shelf Prospectus as amended or supplemented in relation to the Offered Securities in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing); (b) the Bank meets the requirements for use of Form F-3 F-9 (“Form F-3F-9”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), with respect to the Offered Securities and has filed with the Commission a registration statement including a prospectus on Form F-3 F-9 (File No. 333-275898) in respect of securities (the “Shelf Securities”130306), including the Shelf Prospectus for which the AMF has issued the final receipt as modified as required or permitted by Form F-9 in respect of the Offered Securities and with the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statementregistration statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement registration statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Offered Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission; any preliminary prospectus (including any supplement thereto) included in such registration statement is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, are hereinafter called the “Registration Statement”; the prospectus relating to the Offered Securities that are the subject of the Terms Agreement, in the form in which it has most recently been filed, or transmitted for filing, with the Commission is hereinafter called the “Prospectus”; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the applicable securities laws of the Province of Québec as varied and amended by a decision of the AMF (“Québec Securities Laws”) or the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), as the case may be, and that are deemed to be incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Offered Securities in the form in which it is filed with the Commission pursuant to General Instruction II.K. of Form F-9 (“General Instruction II.K.”) in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing; At or prior to the time when sales of the Offered Securities were first made (the “Time of Sale”), the Bank had prepared the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”): the Shelf Prospectus, a Preliminary Prospectus (if applicable), and each free-writing prospectus (as defined pursuant to Rule 405 under the Act) relating to the Offered Securities listed on Schedule I to the Terms Agreement. In addition, you have informed us that the Underwriters may orally provide the pricing information set out on Schedule I to the Terms Agreement to prospective purchasers prior to confirming sales. If, subsequent to the date of the Terms Agreement, the Bank and the Underwriters have determined that such Time of Sale Information included an untrue statement of material fact or omitted a statement of material fact necessary to make the information therein, in the light of the circumstances under which it was made, not misleading and have agreed to provide an opportunity to purchasers of the Offered Securities to terminate their old purchase contracts and enter into new purchase contracts, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry into the first such new purchase contract. (c) the documents incorporated by reference in the Prospectus, as amended or supplemented, and the Shelf Prospectus, when they were filed with the AMF, complied in all material respects with the requirements of the Québec Securities Laws, and none of such documents, as of their respective issue dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or the Shelf Prospectus or any further amendment or supplement thereto, when such documents are filed with the AMF, will comply in all material respects with Québec Securities Laws, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to be make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of an Underwriter of Offered Securities expressly for use in the Prospectus or the Shelf Prospectus as amended or supplemented; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of the Terms Agreement and prior to the execution of the Terms Agreement, except as set forth in the Terms Agreement; (d) the Registration Statement, the Time of Sale Information and the Prospectus comply and, as amended or supplemented, if applicable, will comply as of the time of such amendment or supplement in all material respects with the Act, and, if applicable, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and as to the Registration Statement and any amendment thereto, do not and will not, as of the applicable effective date of the Registration Statement and such amendment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and, as to the Prospectus and any amendment or supplement thereto, do not and will not, as of their dates and applicable filing dates as to the Prospectus and such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of an Underwriter of Offered Securities expressly for use in the Prospectus as amended or supplemented or (ii) that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act (Form T-1) of the Trustee; (e) the Time of Sale Information, at the Time of Sale did not, and at the Closing Date (as defined in Section 4) will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of an Underwriter of Offered Securities expressly for use in such Time of Sale Information. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom; (f) other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Securities (each such communication by the Bank or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Schedule I to the Terms Agreement and other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed in accordance with the Act (to the extent required thereby) and, when taken together with the Time of Sale Information, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Bank by or on behalf of an Underwriter of Offered Securities through the Representatives expressly for use in any Issuer Free Writing Prospectus; (g) the Bank (A) validly exists as a Schedule I bank under the Bank Act (Canada); (B) has the requisite corporate power and authority to execute and deliver the Standard Provisions and any Terms Agreement to be entered in to in respect of the Offered Securities; (C) has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus; and (D) has duly authorized, executed and delivered the Standard Provisions and will have authorized, executed and delivered any Terms Agreement entered in to in respect of the Offered Securities, and the Standard Provisions and any such Terms Agreement constitute and will constitute, as the case may be, the valid and legally binding agreement of the Bank enforceable in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles; (h) the Bank is not, and after giving effect to the offer and sales of the Offered Securities and application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be, required to register as an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”); (i) any auditors who audited the financial statements incorporated by reference into the Registration Statement (any such auditor, an “Auditor”); were independent registered chartered accountants for the period covered by such financial statements as required by the Act, the Exchange Act, and the regulations thereunder, and the Bank Act (Canada); (j) no stop order suspending the effectiveness of the Registration Statement has been issued under the Act, and no proceedings for that purpose or pursuant to Section 8A of the Act against the Bank or related to any offering of the Offered Securities have been instituted or are pending or, to the knowledge of the Bank, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with; (k) the Bank’s consolidated financial statements incorporated by reference in the Registration Statement (and any amendments or supplements thereto), the Time of Sale Information and the Prospectus, together with related schedules and notes, present fairly, in all material respects, the consolidated financial position, results of operations and changes in financial position of the Bank and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related notes have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), in each case consistently applied throughout the periods involved, except as disclosed therein; the supporting schedules, if any, included in the Registration Statement, the Time of Sale Information and the Prospectus present fairly in accordance with Canadian GAAP the information required to be stated therein; and the other financial and statistical information and data set forth in the Registration Statement (and any amendment or supplement thereto), and the Time of Sale Information and the Prospectus are, in all material respects, accurately p

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 F-10 (“Form F-3F-10”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 F-10 (File No. 333-275898196343) in respect of securities (the “Shelf Securities”), including ) with the Securities and the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectusAgents, have been declared effective by the Commission in such form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission. The short form base shelf prospectus covering the Shelf Securities dated June 6, 2014, included in such Registration Statement, in the form first used to confirm sales of the Notes (or in the form first made available to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement, dated June 6, 2014 (the “Prospectus Supplement”) specifically relating to the Notes, in the form first used to confirm sales of the Notes (or in the form first made available to the Agents by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act), is hereinafter referred to as the “Program Prospectus”; the Program Prospectus, as supplemented by a pricing supplement that sets forth only the terms of a particular issue of the Notes (a “Pricing Supplement”), in the form first used to confirm sales of such

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-131760) has been filed with the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder in accordance with the provisions of the Securities Act of 1933, as amended (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities Rules and Regulations under the Act (the “Shelf SecuritiesRules and Regulations”). Such registration statement, including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreementamended, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission Commission. Such registration statement, as amended as of the time it became effective (including without limitation each deemed effective date and time in such form; no other document accordance with respect to such Registration Statement or document Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including all material incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent and all information deemed to the date of such effectiveness in the form heretofore delivered be part thereof pursuant to the Representatives for each Rule 430B of the Underwriters; Rules and no Regulations is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations a preliminary prospectus supplement dated June 5, 2006 relating to the sale of the Offered Notes and the Certificates (including the static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of the prospectus under Item 1105(d) of Regulation AB under the Act, the “Preliminary Prospectus Supplement”) accompanied by the base prospectus dated June 5, 2006 (the “Base Prospectus”; together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”). The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a final prospectus supplement relating to the sale of the Offered Notes and the Certificates (including the static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of the prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the Base Prospectus (together with the Prospectus Supplement, the “Prospectus”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the Effective Time or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder that are deemed to be incorporated by reference therein. (b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement. The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Offered Notes were first made (the “Time of Sale”), the Bank had prepared or referred to the following information in connection with the offering of the Offered Notes (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, and (ii) each “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations (a “Free Writing Prospectus”), listed on Annex A hereto. (e) The Time of Sale Information, at the Time of Sale, did not include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Time of Sale Information. (f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto. (g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus, other than each Free Writing Prospectus listed on Annex A hereto. Each such Free Writing Prospectus is an “issuer free writing prospectus,” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. (h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (i) When the Offered Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Offered Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (j) When the Class A-1 Notes have been duly executed by the Owner Trustee on behalf of the Trust, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered to or at the direction of the Bank pursuant to the Sale and Servicing Agreement, the Class A-1 Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (k) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (l) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (m) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (n) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (o) As of the Closing Date, the representations and warranties of the Bank, as Depositor and Servicer, in the Trust Agreement will be true and correct. (p) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank. (q) On the date on which the first bona fide offer of the Offered Notes is made, the Bank will not be an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Representations and Warranties of the Bank. The Upon the ------------------------------------------ execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission thereunder (the “Commission”i) thereunder (collectively, the “Act”), and has filed with the Commission a an additional registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”)statement, including the Securities and contents of the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “430A(b)(the "Additional Registration Statement;” such Registration Statement (including any pre-effective amendment thereto") and any post-effective amendment thereto, each in the form heretofore delivered relating to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have Certificates has been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed Chase Securities Inc. May 1, 1998 Page 4 (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of such effectiveness in the form heretofore delivered applicable Terms Agreement, and the Additional Registration Statement (if any), relating to the Representatives for each of Certificates, have been filed with the Underwriters; Commission and no such Initial Registration Chase Securities Inc. May 1, 1998 Page 5 Statement as amended, and the Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Chase Securities Inc. May 1, 1998 Page 6 Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is Chase Securities Inc. May 1, 1998 Page 7 required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate Chase Securities Inc. May 1, 1998 Page 8 reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Series Certificate and the Notes has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial J.P. Morgan Securities Inc. July 25, 2001 Page 3 Registration ▇▇▇▇▇▇▇▇▇ and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission.; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the J.P. Morgan Securities Inc. July 25, 2001 Page 4 Additional R▇▇▇▇▇▇▇▇▇▇▇ Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provide, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters that: (a) the Bank meets the requirements for use of Form F-3 (“Form "FORM F-3”") under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder (collectively, the “Act”"ACT"), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898333-[ ]) in respect of securities (the “Shelf Securities”), including "SHELF SECURITIES") with the Securities and the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” "REGISTRATION STATEMENT"; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission's website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898having the registration number stated in the Terms Agreement), (i) in respect of securities (the “Shelf Securities”)an additional registration statement, including the Securities and contents of the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-become effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.upon filing

Representations and Warranties of the Bank. The Bank represents and warrants toto the Initial Purchasers, and agrees with, each as of the Underwriters thatdate hereof (unless otherwise specified), as follows: (a) The Preliminary Offering Circular and the Bank meets Other Materials were as of their respective dates, at the requirements for use Time of Form F-3 (“Form F-3”) under Sale and as of the Securities Act of 1933, as amendedClosing Date, and the rules Final Offering Circular is as of the date thereof and regulations as of the Closing Date, accurate in all material respects, and the Preliminary Offering Circular and the Other Materials did not as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular does not as of the date thereof and as of the Closing Date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading (it being understood that no representation or warranty is made with respect to the omission of information in the Preliminary Offering Circular regarding the final amount of the Offered Notes (as reflected in the Final Offering Circular) or pricing and price-dependent information, which information shall of necessity appear only in the Final Offering Circular). Notwithstanding the foregoing, this representation and warranty does not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by the Initial Purchasers specifically for use in connection with the preparation thereof, such information being limited to the information set forth in Exhibit D (the “Initial Purchasers Information”). (b) The Bank is a federal savings association duly organized and validly existing in good standing under the laws of the United States Securities States, with full corporate power, authority and Exchange Commission legal right to own its properties and conduct its credit card business as described in the Preliminary Offering Circular and the Final Offering Circular, is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to the “Commission”Bank in each jurisdiction in which failure to so qualify or obtain such licenses and approvals would have a material adverse effect on the interests of holders of the Notes under the Indenture or the Receivables under the Operating Agreement or the Participation Agreement. (c) thereunder the Receivables have been acquired and will be acquired by the Seller under the Operating Agreement and the Participation Agreement, other than the Retained Interest (as defined in the Participation Agreement), which is held by the Bank, by the Transferor under the Receivables Purchase Agreement and by the Issuer under the Transfer and Servicing Agreement free and clear of any lien, charge or encumbrance, but subject to the rights of the related obligors; and as of the date hereof and as of the Time of Delivery (as defined herein), neither the Bank nor the Transferor is obligated to repurchase Receivables in the Initial Accounts or in any Additional Accounts (each as defined in the Transfer and Servicing Agreement) constituting a material portion of the aggregate Receivables in the Accounts (as defined in the Transfer and Servicing Agreement) existing as of the Closing Date. (d) The execution, delivery and performance by the Bank of this Agreement, the Operating Agreement, the Participation Agreement, the Transfer and Servicing Agreement Agreement, the Limited Liability Company Agreement and the Administration Agreement (collectively, the “ActBank Agreements”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; consummation by the various parts Bank of such registration statement as amended to the date of this Agreement, including transactions provided for herein and therein have been duly authorized by the Bank by all exhibits thereto and necessary corporate action on the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Federal Stock Charter or By-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (e) The Bank Agreements constitute legal, valid and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights (including the information (if anyFederal Deposit Insurance Act, as amended) deemed to be part as such laws would apply in the event of the registration statement at the time of effectiveness pursuant to Rule 430A insolvency, liquidation or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no reorganization or other document similar occurrence with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (f) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the offering state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper transfer and delivery of the Shelf Securities Receivables to the Owner Trustee on behalf of the Issuer have been taken or obtained. (including g) Other than as set forth or contemplated in the Securities and the Conversion Shares) has been initiated Preliminary Offering Circular, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, contemplated threatened to which any of the Bank or threatened its subsidiaries is a party or to which any property of the Bank or its subsidiaries is the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to (i) have a material adverse effect on the financial position or results of operations of the Bank and its subsidiaries, taken as a whole, and the interests of the holders of the Notes, or (ii) impair materially the ability of the Bank to perform its obligations under the Bank Agreements. (h) This Agreement has been duly executed and delivered by the CommissionBank. (i) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of the Bank for the three most recent years for which such reports are publicly available, as submitted to the Office of Thrift Supervision; except as set forth in or contemplated in the Preliminary Offering Circular and the Final Offering Circular, there has been no material adverse change in the condition (financial or otherwise) of the Bank since the date of the most recent of such reports. (j) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Bank of the Bank Agreements shall have been paid or will be paid by or on behalf of the Bank at or prior to the Closing Date to the extent then due. (k) When the Series 2007-1 Notes are issued pursuant to the Indenture, the Offered Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class (within the meaning of Rule 144A under the Act) as securities that are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or quoted in a U.S. automated inter-dealer quotation system. (l) Neither the Bank nor any person acting on its behalf has offered or sold any Series 2007-1 Notes by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act. Neither the Bank nor any of its affiliates (directly or indirectly) has offered or sold or will offer or sell any Series 2007-1 Notes or similar security in a manner that would render the issuance and sale of the Series 2007-1 Notes a violation of Section 5 of the Act, or require registration pursuant thereto, nor will it authorize any person to act in such manner. (m) When the Series 2007-1 Notes are issued pursuant to the Indenture, the Issuer will not be required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent as of the Underwriters Commencement Date, as of each date on which such Agent solicits offers to purchase Securities, as of each date on which the Bank accepts an offer to purchase Securities (including any purchase by an Agent as principal pursuant to a Terms Agreement), as of each date the Bank issues and delivers Securities and as of each date the Registration Statement or the Basic Prospectus is amended or supplemented, as follows (it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement, the Basic Prospectus, the Program Prospectus and the Prospectus, each as amended or supplemented to each such date) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such formCommission; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed under the Act or transmitted for such filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission; (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Information or the Prospectus complied or will comply when so filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Information, as then amended or supplemented by the Bank, if applicable, at each Time of Sale of Securities in connection with the offering thereof when the Prospectus is not yet available to prospective purchasers and at each date on which the Bank issues and delivers Securities, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the applicable Time of Sale Information, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (viii) any interactive data expressly included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto; and (ix) any applicable issuer free writing prospectus, as defined in Rule 433(h) (each, an “Issuer Free Writing Prospectus”) complies in all material respects with the Act and has been filed in accordance with the Act (to the extent required thereby), except that (A) the representations and warranties set forth in this paragraph do not apply to (1) statements or omissions in the Registration Statement, the Time of Sale Information, or the Prospectus based upon information furnished to the Bank by any Agent expressly for use therein or (2) those parts of the Registration Statement that constitute the Statements of Eligibility (Forms T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustees and (B) the representations and warranties set forth in clauses (iv) and (vii) above, when made as of the Commencement Date or as of any date on which an Agent solicit offers to purchase Securities or on which the Bank accepts an offer to purchase Securities, shall be deemed not to cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Program Prospectus; (c) the Bank (i) validly exists as a Schedule I bank under the Bank Act (Canada); (ii) has the requisite corporate power and authority to execute and deliver this Agreement and any Terms Agreement to be entered into in respect of the Securities; (iii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus in all material respects; and (iv) has duly authorized, executed and delivered this Agreement and will have authorized, executed and delivered any Terms Agreement entered in to in respect of the Securities, and this Agreement and any such Terms Agreement constitute and will constitute, as the case may be, the valid and legally binding agreement of the Bank enforceable in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles; (d) the Bank is not, and after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be, required to register as an “investment company,” under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”); (e) any auditors who audited the financial statements incorporated by reference into the Registration Statement (any such auditor, an “Auditor”) were independent registered chartered accountants for the period covered by such financial statements as required by the Act, the Exchange Act and the regulations thereunder, and the Bank Act (Canada); (f) the Bank's consolidated financial statements incorporated by reference in the Registration Statement or included, in whole or in part, in the Prospectus (and any amendments or supplements thereto) and the Time of Sale Information comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position, results of operations and changes in financial position of the Bank and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related notes have been prepared in accordance with International Financial Reporting Standards (“IFRS”) consistently applied throughout the periods involved, except as may be disclosed therein; (g) the Series has been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement and any Terms Agreement, the Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Bank entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act, and the Indenture constitutes a valid and legally binding instrument of the Bank, enforceable in accordance with its terms against the Bank, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Securities of any particular issuance of Securities will conform, to the descriptions thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented to relate to such issuance of Securities; (h) the execution and delivery of this Agreement and any Terms Agreement, the creation and issue of the Securities and the sale of the Securities and the consummation of the transactions contemplated by this Agreement and any Terms Agreement will not contravene any material contract, material indenture or other material agreement to which the Bank is bound, nor will such action result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the Bank, nor will such action result in any material violation of the provisions of the Bank Act (Canada) or by-laws of the Bank or any law, administrative regulation or administrative or court order or decree of Canada or any political subdivision thereof; (i) no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the issue, offer and sale of the Securities by the Bank to the Agents in accordance with this Agreement and any Terms Agreement or the Indenture, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Act and the Trust Indenture Act and xv) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Agents; (j) there has not occurred any material adverse change in the financial condition, earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Prospectus as amended or supplemented and the Time of Sale Information; (k) there are no legal or governmental proceedings known to be pending or threatened to which the Bank or any of its subsidiaries is a party or to which any of the properties of the Bank or any of its subsidiaries is subject that are required to be described in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented and are not so described; and (l) at the earliest time after the filing of the Registration Statement that the Bank or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, and at the time of signing of the Terms Agreement, the Bank was not an “ineligible issuer” as defined in Rule 405 under the Act. Notwithstanding the foregoing, it is understood and agreed that, the representations and warranties set forth in Section 1(b)(iii), 1(b)(iv), 1(b)(v), 1(b)(vi) and 1(b)(vii), 1(g) (except as to due authorization of the Series), and 1(i) when made as of the Commencement Date, or as of any date on which any Agent solicits offers to purchase Securities, with respect to any Securities the payments on which, or any other payments with respect to which, will be determined by reference to one or more currency exchange rates, commodities, securities of entities affiliated or unaffiliated with the Bank, baskets of such securities, equity indices or to other property or other factors, shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission.

Representations and Warranties of the Bank. The Bank represents and warrants toto the Initial Purchasers, and agrees with, each as of the Underwriters thatdate hereof (unless otherwise specified), as follows: (a) Each of the Bank meets Preliminary Offering Circular and the requirements for use Other Materials were as of Form F-3 (“Form F-3”) under their respective dates, at the Securities Act Time of 1933, Sale and as amendedof the Closing Date, and the rules Final Offering Circular is as of the date thereof and regulations as of the Closing Date, accurate in all material respects, and each of the Preliminary Offering Circular and the Other Materials did not as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular does not as of the date thereof and as of the Closing Date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading (it being understood that no representation or warranty is made with respect to the omission of information in the Preliminary Offering Circular regarding the final amount of the Offered Notes (as reflected in the Final Offering Circular) or pricing and price-dependent information, which information shall of necessity appear only in the Final Offering Circular). Notwithstanding the foregoing, this representation and warranty does not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by the Initial Purchasers specifically for use in connection with the preparation thereof, such information being limited to the information set forth in Exhibit C (the “Initial Purchasers Information”). (b) The Bank is a federal savings association duly organized and validly existing in good standing under the laws of the United States Securities States, with full corporate power, authority and Exchange Commission legal right to own its properties and conduct its credit card business as described in the Preliminary Offering Circular and the Final Offering Circular, is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to the “Commission”Bank in each jurisdiction in which failure to so qualify or obtain such licenses and approvals would have a material adverse effect on the interests of holders of the Notes under the Indenture or the Receivables under the Operating Agreement or the Participation Agreement. (c) thereunder the Receivables have been acquired and will be acquired by the Seller under the Operating Agreement and the Participation Agreement, other than the Retained Interest (as defined in the Participation Agreement), which is held by the Bank, by the Transferor under the Receivables Purchase Agreement and by the Issuer under the Transfer and Servicing Agreement free and clear of any lien, charge or encumbrance, but subject to the rights of the related obligors; and as of the date hereof and as of the Time of Delivery (as defined herein), neither the Bank nor the Transferor is obligated to repurchase Receivables in the Initial Accounts or in any Additional Accounts (each as defined in the Transfer and Servicing Agreement) constituting a material portion of the aggregate Receivables in the Accounts (as defined in the Transfer and Servicing Agreement) existing as of the Closing Date. (d) The execution, delivery and performance by the Bank of this Agreement, the Operating Agreement, the Participation Agreement, the Transfer and Servicing Agreement, the Limited Liability Company Agreement and the Administration Agreement (collectively, the “ActBank Agreements”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; consummation by the various parts Bank of such registration statement as amended to the date of this Agreement, including transactions provided for herein and therein have been duly authorized by the Bank by all exhibits thereto and necessary corporate action on the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Federal Stock Charter or By-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (e) The Bank Agreements constitute legal, valid and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights (including the information (if anyFederal Deposit Insurance Act, as amended) deemed to be part as such laws would apply in the event of the registration statement at the time of effectiveness pursuant to Rule 430A insolvency, liquidation or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no reorganization or other document similar occurrence with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (f) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the offering state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper transfer and delivery of the Shelf Securities Receivables to the Owner Trustee on behalf of the Issuer have been taken or obtained. (including g) Other than as set forth or contemplated in the Securities and the Conversion Shares) has been initiated Preliminary Offering Circular, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, contemplated threatened to which any of the Bank or threatened its subsidiaries is a party or to which any property of the Bank or its subsidiaries is the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to (i) have a material adverse effect on the financial position or results of operations of the Bank and its subsidiaries, taken as a whole, and the interests of the holders of the Notes, or (ii) impair materially the ability of the Bank to perform its obligations under the Bank Agreements. (h) This Agreement has been duly executed and delivered by the CommissionBank. (i) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of the Bank for the three most recent years for which such reports are publicly available, as submitted to the Office of Thrift Supervision; except as set forth in or contemplated in the Preliminary Offering Circular and the Final Offering Circular, there has been no material adverse change in the condition (financial or otherwise) of the Bank since the date of the most recent of such reports. (j) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Bank of the Bank Agreements shall have been paid or will be paid by or on behalf of the Bank at or prior to the Closing Date to the extent then due. (k) When the Series 2011-1 Notes are issued pursuant to the Indenture, the Offered Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class (within the meaning of Rule 144A under the Act) as securities that are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or quoted in a U.S. automated inter-dealer quotation system. (l) Neither the Bank nor any person acting on its behalf has offered or sold any Series 2011-1 Notes by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act. Neither the Bank nor any of its affiliates (directly or indirectly) has offered or sold or will offer or sell any Series 2011-1 Notes or similar security in a manner that would render the issuance and sale of the Series 2011-1 Notes a violation of Section 5 of the Act, or require registration pursuant thereto, nor will it authorize any person to act in such manner. (m) When the Series 2011-1 Notes are issued pursuant to the Indenture, the Issuer will not be required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898283969) in respect of securities (the “Shelf Securities”)Warrants, including with the Securities and the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission in such form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-post- effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) Warrants has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of Underwriter the Underwriters thatfollowing: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898283969) in respect of securities (of the “Shelf Securities”)Bank, including the Securities and Notes, with the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesUnderwriters, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898262557) in respect of securities (the “Shelf Securities”)Warrants, including with the Securities and the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission in such form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) Warrants has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to of the date of this Agreementtime such Additional Registration (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Series Certificate and the Notes has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the applicable Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganizatin or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or Bylaws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333- 7575) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (other than the General Partner Certificates) (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to Chase Securities Inc. pursuant to the Certificate Underwriting Agreement (or to the General Partner, in the case of the General Partner Certificates, in each case, pursuant to the Sale and Servicing Agreement) will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement, and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, and of the General Partner in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. Relating to the Agreement and the Receivables. The Bank hereby represents and warrants to, and agrees with, each to the Company as of the Underwriters Closing Date that: (ai) each of this Agreement and the Closing Date Receivables Purchase Agreements constitutes a legal, valid and binding obligation of the Bank meets enforceable against the requirements for use Bank in accordance with its terms, except as such enforceability may be limited by receivership, conservatorship and supervisory powers of Form F-3 (“Form F-3”) under the Securities Act of 1933bank regulatory agencies generally, as amendedwell as by applicable bankruptcy, and the rules and regulations insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of the United States Securities and Exchange Commission equity; (the “Commission”ii) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date Initial Cut-Off Date, Schedule 2.1 to each of the Closing Date Receivables Purchase Agreements as supplemented to such date, contains an accurate and complete listing in all material respects of all the Eligible Accounts as of the Initial Cut-Off Date and the information contained therein with respect to the identity of such prospectusEligible Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Initial Cut-Off Date and as of the Closing Date, the aggregate amount of Receivables in all the Initial Accounts was $704,635,083.00, of which $694,394,931.00 were Principal Receivables; (iii) each Receivable has been conveyed to the Company, free and clear of any Lien of any Person claiming through or under the Bank or any of its other Affiliates (other than Liens permitted under subsection 2.7(b) of the Pooling and Servicing Agreement); (iv) all authorizations, consents, orders or approvals or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Bank in connection with the conveyance of Receivables to the Company have been declared effective by duly obtained, effected or given and are in full force and effect; (v) each of the Commission Closing Date Receivables Purchase Agreements constitutes a valid sale, transfer and assignment to the Company of all right, title and interest of the Bank in the Receivables and the proceeds thereof and the Interchange payable pursuant to the Closing Date Receivables Purchase Agreements and the Accounts Recovery payable pursuant to the Closing Date Receivables Purchase Agreements or, if either of the Closing Date Receivables Purchase Agreements does not constitute a sale of such property, it constitutes a grant of a first priority perfected "security interest" (as defined in the UCC) in such form; no other document property to the Company, which, in the case of existing Receivables and the proceeds thereof and said Recoveries and Interchange, is enforceable upon execution and delivery of the appropriate Closing Date Receivables Purchase Agreement, and which will be enforceable with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for Receivables hereafter and thereafter created and the proceeds thereof upon such creation. Upon the filing with of the Commissionfinancing statements and, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Company shall have a first priority perfected security or ownership interest in such property and proceeds; (vi) on the Initial Cut-Off Date, each Account designated as an Eligible Account on Schedule I to the Representatives for each of the Underwriters; Closing Date Receivables Purchase Agreements is an Eligible Account; (vii) on the Initial Cut-Off Date, each Receivable then existing and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant designated as an Eligible Receivable on Schedule I to Section 8A each of the Act against Closing Date Receivable Purchase Agreements is an Eligible Receivable; and (viii) no Insolvency Event with respect to the Bank or related has occurred nor has the transfer of the Receivables arising in the Accounts to the offering Company been made in contemplation of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commissionoccurrence thereof.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriter, that: (a) A registration statement on Form S-3 (No. 333-60994) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Underwriter shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Underwriter prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriter, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by the Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Note Underwriters pursuant to the Note Underwriting Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Underwriter pursuant to this Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Note Underwriting Agreement and the Basic Documents to which the Bank is a party has been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Note Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Series Certificate and the Notes has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the applicable Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue. Chase Securities Inc. statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the applicable Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”applicable Terms Agreement), including a form of prospectus, relating to the Securities Certificates. Such registration statement, as amended at the time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and the Conversion Shares; the various parts deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Certificates has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed or transmitted for filing with pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the Commissiondate of the applicable Terms Agreement, except for any documents and the Additional Registration Statement (if any), relating to the Certificates, have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or Bylaws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-131760) has been filed with the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder in accordance with the provisions of the Securities Act of 1933, as amended (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities Rules and Regulations under the Act (the “Shelf SecuritiesRules and Regulations”). Such registration statement, including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreementamended, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission Commission. Such registration statement, as amended as of the time it became effective (including without limitation each deemed effective date and time in such form; no other document accordance with respect to such Registration Statement or document Rule 430B(f) of the Rules and Regulations (the “Effective Time”)), including all material incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent and all information deemed to the date of such effectiveness in the form heretofore delivered be part thereof pursuant to the Representatives for each Rule 430B of the Underwriters; Rules and no Regulations is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank has filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations a preliminary prospectus supplement dated September 6, 2006 relating to the sale of the Offered Notes (including the static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of the prospectus under Item 1105(d) of Regulation AB under the Act, the “Preliminary Prospectus Supplement”) accompanied by the base prospectus dated September 6, 2006 (the “Base Prospectus”; together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”). The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a final prospectus supplement dated September 7, 2006 relating to the sale of the Offered Notes (including the static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of the prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the Base Prospectus (together with the Prospectus Supplement, the “Prospectus”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the Effective Time or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date and on or prior to the Closing Date (as defined herein) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder that are deemed to be incorporated by reference therein. (b) The Registration Statement, at the Effective Time, (i) complied in all material respects with the applicable requirements of (A) the Act, (B) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (C) the Rules and Regulations and (ii) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement. The Registration Statement, as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (c) The Preliminary Prospectus complied, and the Prospectus will comply, when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (d) At or prior to the time when sales to purchasers (including, without limitation, contracts of sale) of the Offered Notes were first made by the Underwriters, which was approximately at 10:45 a.m. on September 7, 2006 (the “Time of Sale”), the Bank had prepared the Preliminary Prospectus (the “Time of Sale Information”) in connection with the offering of the Offered Notes. If, at or subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Act) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Bank and the Representative that corrects such material misstatements or omissions (each, a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. (e) The Time of Sale Information, at the Time of Sale, did not include an untrue statement of a material fact or omit to state an material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Time of Sale Information in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Time of Sale Information. (f) The Prospectus, as of its date, as of the date of any amendment or supplement thereto and as of the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Prospectus or any amendment or supplement thereto in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Prospectus or any amendment to supplement thereto. In the event the Bank becomes aware that, as of any Time of Sale, any Time of Sale Information with respect thereto contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein (when read in conjunction with all Time of Sale Information) in the light of the circumstances under which they were made, not misleading (each, a “Defective Prospectus”), the Depositor shall promptly notify the Representative of such untrue statement or omission no later than two business days after discovery and the Bank shall, if requested by the Representative, prepare and deliver to the Underwriters a Corrected Prospectus. (g) Other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “free writing prospectus” as defined in Rule 405 of the Rules and Regulations (each, a “Free Writing Prospectus”), other than each Free Writing Prospectus listed on Annex A hereto. Each such Free Writing Prospectus is an “issuer free writing prospectus” within the meaning of Rule 433(h) of the Rules and Regulations (an “Issuer Free Writing Prospectus”). Each Issuer Free Writing Prospectus listed on Annex A hereto (i) complied in all material respects with the Act, (ii) has been filed, to the extent required by Rule 433(d) of the Rules and Regulations, (iii) did not contain any information that conflicts with information contained in the Registration Statement, including information included pursuant to Rule 430B or Rule 430C, and not superseded or modified and (iv) when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, at the Time of Sale, did not include any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from each such Issuer Free Writing Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of such Issuer Free Writing Prospectus. (h) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (i) When the Offered Notes have been duly executed by the Owner Trustee on behalf of the Trust and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Offered Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Trust and to general principles of equity, and will be entitled to the benefits of the Indenture. (j) When the Class A-1 Notes have been duly executed by the Owner Trustee on behalf of the Trust, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered to or at the direction of the Bank pursuant to the Sale and Servicing Agreement, the Class A-1 Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity, and will be entitled to the benefits of the Indenture. (k) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement, the Certificates will be duly issued and entitled to the benefits afforded by the Trust Agreement. (l) The execution, delivery and performance by the Bank of this Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or bylaws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (m) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (n) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or “blue sky” laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (o) As of the Closing Date, the representations and warranties of the Bank, as Depositor and Servicer, in the Trust Agreement and the Sale and Servicing Agreement, as applicable, will be true and correct. (p) This Agreement has been duly executed and delivered by the Bank. (q) On the date on which the first bona fide offer of the Offered Notes is made, the Bank will not be an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898262557) in respect of securities (of the “Shelf Securities”)Bank, including the Securities and Notes, with the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission in such form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) Notes has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters Commencement Date the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898171806) in respect of securities (the “Shelf Securities”), including ) with the Securities and the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; as of the Commencement Date (as defined below), no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to of the date of this Agreementtime such Additional Registration Statement (if any) was (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part Additional Registration Statement (if any) was declared effective by the Commission pursuant to the General Instructions of the registration statement became effective Form on which it was filed and including the all information (if any) deemed to be a part of the such registration statement at as of the time of effectiveness it was declared effective by the Commission pursuant to Rule 430A or 430A(b) ("Rule 430B 430A(b)") under the ActAct (such registration statement, are hereinafter called the “"Initial Registration Statement;” such Registration Statement (including any pre-") has been declared effective amendment thereto) and by the Commission. If any post-effective amendment thereto, each in the form heretofore delivered has been filed with respect to the Representatives, excluding exhibits to such Initial Registration Statement, but prior to the execution and delivery of the Terms Agreement, the most recent such amendment has been declared effective by the Commission. If (i) an additional registration statement, including all documents the contents of the Initial Registration Statement incorporated by reference in therein and including all information (if any) deemed to be a part of such additional registration statement pursuant to Rule 430A(b)(the "Additional Registration Statement") relating to the prospectus contained therein as Series Certificate and the Notes has been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to Rule 462(b), then the Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Bank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended to of the date of this Agreementtime such Additional Registra- (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b) (the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recentl▇ ▇▇▇▇▇▇▇ ▇nd filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this J.P. Morgan Securities Inc. December 10, 2001 Page 5 represe▇▇▇▇▇▇▇ ▇▇▇ warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insol- vency, ▇▇▇▇▇▇▇▇▇▇▇ion, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach J.P. Morgan Securities Inc. December 10, 2001 Page 7 or viol▇▇▇▇▇ ▇▇ ▇▇y of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents ------------------------------------------ and warrants to, and agrees with, each of the Underwriters that: (ai) A registration statement on Form S-3 (having the Bank meets registration number stated in the requirements for use applicable Terms Agreement), including a prospectus and such amendments thereto as may have been required to the date of Form F-3 (“Form F-3”) execution of such Terms Agreement, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), has been filed with the Securities and Exchange Commission (the "Commission"), (which may have included one or more preliminary prospectuses and prospectus supplements (each, a "Prelimi- nary Prospectus") meeting the requirements of Rule 430 of the Act), and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Certificates offered thereby by the Bank constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the United States Securities and Exchange Commission (the “Commission”"Rules and Regulations") thereunder (collectively, under the “Act”), are respectively referred to herein as the "Registration Statement" and has filed the "Prospectus"; provided, however, that a supplement to the -------- ------- Prospectus prepared pursuant to Section 5(a) hereof (each, a "Prospectus Supplement") shall be deemed to have supplemented the Prospectus only with respect to the Commission offering of the Certificates to which it relates. The conditions to the use of a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B S-3 under the Act, are hereinafter called as set forth in the “General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;” such Registration Statement . (including any pre-effective amendment theretoii) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectusexecution of the related Terms Agreement, have been declared effective by the Commission in such form; no other document Registration Statement and the Prospectus, except with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commissionany modification to which Representatives have agreed in writing, except for any documents filed with the Commission subsequent to the date of such effectiveness shall be in all substantive respects in the form heretofore delivered furnished to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of Underwriters prior to such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated date or, to the knowledge extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus or, if applicable, Series Term Sheet (as defined below) that has previously been furnished to you) as the Bank has advised Representatives, prior to such time, will be included or made therein. (iii) on the effective date of the Registration Statement, the Registration Statement and the Prospectus complied in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and on the date of each Terms Agreement and on each Closing Date (as defined below), the Registration Statement, the Prospectus and any Series Term Sheet will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and none of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to -------- ------- information contained in or omitted from any of such documents based upon written information furnished to the Bank by any Underwriter relating to such Underwriter specifically for use in connection with the preparation of the Registration Statement, the Prospectus or such Series Term Sheet. (iv) As of the Closing Date of the applicable Series of Certificates, the representations and warranties of the Bank in the Pooling and Servicing Agreement will be true and correct. (v) The Bank is an association duly organized, validly existing and in good standing as a licensed national banking association under the laws of the United States, and has all requisite power and authority to own its properties and conduct in all material respects its business as presently conducted and to execute, deliver and perform this Agreement and the applicable Terms Agreement, to authorize the issuance of the Certificates and to consummate the transactions contemplated hereby. (vi) The execution, delivery and performance by the Bank of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, any Enhancement Agreement, the issuance of the Certificates and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings. (vii) This Agreement and the applicable Terms Agreement have been duly executed and delivered by the Bank. (viii) The information, other than projections based upon historical data, provided to you by the Bank in connection with this Agreement and the sale of the Certificates and described on Schedule II attached to the applicable Terms Agreement when taken collectively, did not, as of the date such information was provided, or as of the effective date of the Registration Statement, or as of the date of the Prospectus, as the case may be, and does not as of the date hereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (ix) The Bank has authorized the conveyance of the Receivables to the Trust, and the Bank has authorized the Trust to issue the Certificates. (x) The Bank has delivered to you complete and correct copies of (i) the December 31, 1996 and 1997 audited consolidated balance sheets of First Chicago NBD Corporation (the predecessor of the parent of the Bank); (ii) publicly available portions of the Consolidated Report of Condition and Income of the Bank for the years ended December 31, 1996, and 1997 as submitted to the Comptroller of the Currency; (iii) publicly available portions of the Consolidated Report of Condition and Income of the Bank for the period ended June 30, 1998 as submitted to the Comptroller of the Currency and (iv) such other similar items, if any, identified in the Terms Agreement. Except as set forth in or contemplated in the Registration Statement and the Prospectus, there has been no material adverse change in the condition (financial or threatened otherwise) of the Bank since December 31, 1997. (xi) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servic- ing Agreement, any Enhancement Agreement and the Certificates shall have been paid or will be paid by the CommissionBank at or prior to the Closing Date. (xii) The Certificates have been duly and validly authorized, and, when validly authenticated, issued and delivered in accordance with the Pooling and Servicing Agreement and sold to the Underwriters as provided herein and in the applicable Terms Agreement, will conform in all material respects to the description thereof contained in the Prospectus and will be validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) Two registration statements on Form S-3 (Nos. 333-36939 and 333-74600) have been filed with the Bank meets Securities and Exchange Commission (the requirements for use "COMMISSION") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "ACT"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"RULES AND REGULATIONS"). Such registration statements, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that each such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, including the exhibits thereto, are hereinafter called referred to as the “Registration Statement;” such "REGISTRATION STATEMENT." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "PROSPECTUS SUPPLEMENT"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "BASE PROSPECTUS." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "PROSPECTUS." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the date General Instructions of this Agreementthe Form on (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Addi- tional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-36939) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriters pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) Two registration statements on Form S-3 (Nos. 333-36939 and 333-60994) have been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statements, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that each such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, including the exhibits thereto, are hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the Securities (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank to the Certificate Underwriter pursuant to the Certificate Underwriting Agreement and the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii), for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement, the Certificate Underwriting Agreement and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement and the Certificate Underwriting Agreement have been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters Underwriters, that: (a) A registration statement on Form S-3 (No. 333-____) has been filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations of Regulations under the United States Securities and Exchange Commission Act (the “Commission”) thereunder (collectively"Rules and Regulations"). Such registration statement, as amended on the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of date that such registration statement as amended to or the date of this Agreement, including all exhibits most recent post-effective amendment thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are including the exhibits thereto, is hereinafter called referred to as the “"Registration Statement;” such ." The Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment theretohas become effective, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Rules and Regulations, have been satisfied with respect to the Registration Statement. The Bank proposes to file with the Commission pursuant to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base Prospectus (as defined herein) relating to the sale of the [Securities] [Notes] (the "Prospectus Supplement"). The base prospectus filed as part of the Registration Statement, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the "Prospectus." (b) Except to the extent that the Representative shall have agreed to a modification, the Prospectus shall be in all substantive respects in the form furnished to the Representative prior to the execution of this Agreement or, to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included or made therein. (c) The Registration Statement, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations and did not include any untrue statement of a material fact and, in the case of the Registration Statement, did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, did not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; on the Closing Date (as defined herein), the Registration Statement and the Prospectus, as amended or supplemented as of the Closing Date, will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Bank makes no representation and warranty with respect to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon, or in conformity with, information furnished in writing to the Bank by or on behalf of any Underwriter through the Representative specifically for use in connection with the preparation of the Registration Statement or the Prospectus. (d) The Bank is a national banking association organized under the laws of the United States, with full power and authority to own its properties and conduct its business as described in the Prospectus, and had at all relevant times and has power, authority and legal right to acquire, own, sell and service the Receivables. (e) When the Notes have been duly executed and delivered by the Owner Trustee and, when authenticated by the Indenture Trustee in accordance with the Indenture and delivered upon the order of the Bank to the Underwriters pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will be duly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or the Trust or in the event of any moratorium or similar occurrence affecting the Bank or the Trust and to general principles of equity. (f) The direction by the Bank to the Owner Trustee to execute and authenticate the Certificates has been duly authorized by the Bank and, when the Certificates have been duly executed, authenticated and delivered by the Owner Trustee in accordance with the Trust Agreement and delivered upon the order of the Bank [to _______________] [to the Bank] [pursuant to the Certificate Underwriting Agreement and] the Sale and Servicing Agreement, the Certificates will be duly issued and entitled to the benefits and security afforded by the Trust Agreement. (g) The execution, delivery and performance by the Bank of this Agreement[, the Certificate Underwriting Agreement,] and the Basic Documents to which the Bank is a party, and the consummation by the Bank of the transactions provided for herein and therein have been, or will have been, duly authorized by the Bank by all necessary action on the part of the Bank; and neither the execution and delivery by the Bank of such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank with the provisions hereof or thereof, will (i) conflict with or result in a breach or violation of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the articles of association or by-laws of the Bank, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or (iii) conflict with any of the material provisions of any material indenture, mortgage, contract or other instrument to which the Bank is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instruments, except, in the case of clauses (ii) and (iii) , for any such breaches or conflicts as would not individually or in the aggregate have a material adverse effect on the transactions contemplated hereby or on the ability of the Bank to consummate such transactions. (h) When executed and delivered by the parties thereto, each of the Sale and Servicing Agreement and the Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or "blue sky" laws of various jurisdictions), if so required in connection with the execution, delivery and performance of this Agreement[, the Certificate Underwriting Agreement] and the Basic Documents to which the Bank is a party, have been or will be taken or obtained on or prior to the Closing Date. (j) As of the Closing Date, the representations and warranties of the Bank, as Seller and Servicer, in the Trust Agreement will be true and correct. (k) This Agreement [and the Certificate Underwriting Agreement] [have] [has] been duly executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the Underwriters date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898231751) in respect of securities (of the “Shelf Securities”)Bank, including the Securities and Notes, with the Conversion SharesCommission; the various parts of such registration statement as amended to the date of this Agreementstatement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Acteffective, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the RepresentativesAgents, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have has been declared effective by the Commission in such form; as of the Commencement Date, no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) Notes has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each of the Underwriters that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898208507) in respect of securities (the “Shelf Securities”), including the Securities and Offered Securities, with the Conversion SharesCommission; the various parts of such registration statement statement, as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” ”; such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion SharesOffered Securities) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission. The prospectus covering the Shelf Securities dated January 8, 2016, included in such Registration Statement, in the form first used to confirm sales of the Offered Securities (or in the form first made available to the Underwriters by the Bank to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement dated January 22, 2016 (the “Prospectus Supplement”) specifically relating to the Offered Securities in the form first used to confirm sales of the Offered Securities (or in the form first made available to the Underwriters

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each SCUSA that (provided, however, that as of the Underwriters that:Commencement Date, the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below)): (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use of Form F-3 (“Form F-3Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”200089), including a prospectus, relating to the Securities and the Conversion Shares; the various parts of such Securities. Such registration statement statement, as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and it becomes effective, including the information (information, if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness pursuant (“Rule 430 Information”), is referred to Rule 430A or Rule 430B under the Act, are hereinafter called herein as the “Registration Statement;”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement (including any pre-effective amendment thereto) at the time of its effectiveness that omits Rule 430 Information, and any post-effective amendment thereto, each the term “Prospectus” means the prospectus in the form heretofore delivered first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any supplement to the Representatives, excluding exhibits Prospectus that sets forth only the terms of a specific offering of Securities is hereinafter called a “Pricing Supplement”. Any reference in this Agreement to such the Registration Statement, but including all any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference in therein pursuant to Item 6 of Form F-3 under the prospectus contained therein Securities Act, as of the effective date of the Registration Statement or the date of such prospectusPreliminary Prospectus or the Prospectus, have been declared effective by as the Commission in such form; no other document case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus (including, in the case of a particular issue of Securities, by the applicable Pricing Supplement) shall be deemed to refer to and include any documents filed after such Registration Statement or document date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein has heretofore been filed or transmitted for filing with therein. Capitalized terms used but not defined herein shall have the Commission, except for any documents filed with the Commission subsequent meanings given to the date of such effectiveness terms in the form heretofore delivered to the Representatives for each of the Underwriters; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the CommissionProspectus.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; Notes. Such registration statement, as amended at the various parts time it was declared effective by the Commission, including all material incorporated by reference therein, including all information contained in any Additional Registration Statement (as defined herein) and deemed to be part of such registration statement as amended of the time such Additional Registration Statement (if any) was declared effective by the Commission pursuant to the date General Instructions of this Agreementthe Form on (i) an additional registration statement, including all exhibits thereto and the documents contents of the Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall apply only during the period that a prospectus relating to the Notes or the Series Certificate is required to be delivered under the Act by dealers in connection with the initial public offering of such Series Certificate or Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement and as Depositor in the Deposit and Administration Agreement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Series Certificate has been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement, duly authenticated by the Master Trust Trustee and deposited into the Owner Trust in exchange for the Notes, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; the Notes have been duly authorized, and, when executed, duly authenticated by the Indenture Trustee and delivered pursuant to the Indenture, and paid for by the Underwriters in accordance with the terms of the Indenture and the Terms Agreement, the Notes will be duly and validly executed, issued and delivered and will constitute legal, valid and binding obligations of the Owner Trust, enforceable against the Owner Trust in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Owner Trust or in the event of any moratorium or similar occurrence affecting the Owner Trust and to general principles of equity; and the Series Certificate, the Pooling and Servicing Agreement, the Supplement, the Notes and the Indenture conform to the descriptions thereof in the Final Prospectus in all material respects; (g) When executed and delivered by the parties thereto, the Owner Trust Agreement will constitute a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors' rights as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Bank and to general principles of equity; (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the Terms Agreement, the Deposit and Administration Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Master Trust's interest in the Receivables; (i) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Deposit and Administration Agreement, and the issuance and deposit of the Series Certificate and issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement and in the Indenture and the Deposit and Administration Agreement; (j) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Series Certificate or the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (k) Each of this Agreement and the Terms Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 S-3 (File No. 333-275898) having the registration number stated in respect of securities (the “Shelf Securities”Terms Agreement), including a form of prospectus, relating to the Securities Series Certificate and the Conversion Shares; the various parts of such Notes. Such registration statement statement, (as amended to at the date of this Agreementtime it was declared effective by the Commission, including all exhibits thereto and the documents material incorporated by reference in the prospectus therein, including all information contained in any Additional Registra- (i) an additional registration statement, including the registration statement at the time such part contents of the registration statement became effective Initial Registration Statement incorporated by reference therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently ▇▇▇▇▇▇▇ ▇▇d filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the date of the Terms Agreement, and the Additional Registration Statement (if any), relating to the Series Certificate or transmitted for filing with the CommissionNotes, except for any documents have been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission.; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939 and the Rules and Regulations thereunder, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this

Representations and Warranties of the Bank. The Upon the execution ------------------------------------------ of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Commission thereun- Chase Securities and Exchange Commission Inc. March 2, 1998 Page 3 (the “Commission”i) thereunder (collectively, the “Act”), and has filed with the Commission a an additional registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”)statement, including the Securities and contents of the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed Chase Securities Inc. March 2, 1998 Page 4 and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed or transmitted for filing with pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the Commissiondate of the applicable Terms Agreement, except for any documents and the Additional Registration Statement (if any), relating to the Certificates, have been filed with the Commission subsequent to and such Initial Registration Chase Securities Inc. March 2, 1998 Page 5 Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this -------- ------- representation and warranty shall apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of the Underwriters specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Chase Securities Inc. March 2, 1998 Page 6 Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is Chase Securities Inc. March 2, 1998 Page 7 required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By- laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggre- gate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent as of the Underwriters Commencement Date, as of each date on which such Agent solicits offers to purchase Securities, as of each date on which the Bank accepts an offer to purchase Securities (including any purchase by an Agent as principal pursuant to a Terms Agreement), as of each date the Bank issues and delivers Securities and as of each date the Registration Statement or the Basic Prospectus is amended or supplemented, as follows (it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement, the Basic Prospectus, the Program Prospectus and the Prospectus, each as amended or supplemented to each such date) that: (a) the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898) in respect of securities (the “Shelf Securities”), including the Securities and the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Act, are hereinafter called the “Registration Statement;” such Registration Statement (including any pre-effective amendment thereto) and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have been declared effective by the Commission in such formCommission; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed under the Act or transmitted for such filing with the Commission, except for any documents filed with the Commission subsequent to the date of such effectiveness in and available on the form heretofore delivered to the Representatives for each of the UnderwritersCommission’s website; and no stop order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission; (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Information or the Prospectus complied or will comply when so filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Information, as then amended or supplemented by the Bank, if applicable, at each Time of Sale of Securities in connection with the offering thereof when the Prospectus is not yet available to prospective purchasers and at each date on which the Bank issues and delivers Securities, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the applicable Time of Sale Information, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (viii) any interactive data expressly included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto; and (ix) any applicable issuer free writing prospectus, as defined in Rule 433(h) (each, an “Issuer Free Writing Prospectus”) complies in all material respects with the Act and has been filed in accordance with the Act (to the extent required thereby), except that (A) the representations and warranties set forth in this paragraph do not apply to (1) statements or omissions in the Registration Statement, the Time of Sale Information, or the Prospectus based upon information furnished to the Bank by any Agent expressly for use therein or (2) those parts of the Registration Statement that constitute the Statements of Eligibility (Forms T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustees and (B) the representations and warranties set forth in clauses (iv) and (vii) above, when made as of the Commencement Date or as of any date on which an Agent solicit offers to purchase Securities or on which the Bank accepts an offer to purchase Securities, shall be deemed not to cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Program Prospectus; (c) the Bank (i) validly exists as a Schedule I bank under the Bank Act (Canada); (ii) has the requisite corporate power and authority to execute and deliver this Agreement and any Terms Agreement to be entered into in respect of the Securities; (iii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus in all material respects; and (iv) has duly authorized, executed and delivered this Agreement and will have authorized, executed and delivered any Terms Agreement entered in to in respect of the Securities, and this Agreement and any such Terms Agreement constitute and will constitute, as the case may be, the valid and legally binding agreement of the Bank enforceable in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles; (d) the Bank is not, and after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be, required to register as an “investment company,” under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”); (e) any auditors who audited the financial statements incorporated by reference into the Registration Statement (any such auditor, an “Auditor”) were independent registered chartered accountants for the period covered by such financial statements as required by the Act, the Exchange Act and the regulations thereunder, and the Bank Act (Canada); (f) the Bank's consolidated financial statements incorporated by reference in the Registration Statement or included, in whole or in part, in the Prospectus (and any amendments or supplements thereto) and the Time of Sale Information comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position, results of operations and changes in financial position of the Bank and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related notes have been prepared in accordance with International Financial Reporting Standards (“IFRS”) consistently applied throughout the periods involved, except as may be disclosed therein; (g) the Series has been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement and any Terms Agreement, the Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Bank entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act, and the Indenture constitutes a valid and legally binding instrument of the Bank, enforceable in accordance with its terms against the Bank, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Securities of any particular issuance of Securities will conform, to the descriptions thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented to relate to such issuance of Securities; (h) the execution and delivery of this Agreement and any Terms Agreement, the creation and issue of the Securities and the sale of the Securities and the consummation of the transactions contemplated by this Agreement and any Terms Agreement will not contravene any material contract, material indenture or other material agreement to which the Bank is bound, nor will such action result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the Bank, nor will such action result in any material violation of the provisions of the Bank Act (Canada) or by-laws of the Bank or any law, administrative regulation or administrative or court order or decree of Canada or any political subdivision thereof; (i) no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the issue, offer and sale of the Securities by the Bank to the Agents in accordance with this Agreement and any Terms Agreement or the Indenture, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Agents; (j) there has not occurred any material adverse change in the financial condition, earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Prospectus as amended or supplemented and the Time of Sale Information; (k) there are no legal or governmental proceedings known to be pending or threatened to which the Bank or any of its subsidiaries is a party or to which any of the properties of the Bank or any of its subsidiaries is subject that are required to be described in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented and are not so described; and (l) at the earliest time after the filing of the Registration Statement that the Bank or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, and at the time of signing of the Terms Agreement, the Bank was not an “ineligible issuer” as defined in Rule 405 under the Act. Notwithstanding the foregoing, it is understood and agreed that, with respect to any offering of Securities that are “indexed notes” (as such term is defined in the Prospectus Supplement), the representations and warranties set forth in Section 1(b)(iii), 1(b)(iv), 1(b)(v), 1(b)(vi) and 1(b)(vii), 1(g) (except as to due authorization of the Series), and 1(i) when made as of the Commencement Date, or as of any date on which any Agent solicits offers to purchase Securities, with respect to any Securities the payments of principal or interest on which, or any other payments with respect to which, will be determined by reference to one or more currency exchange rates, commodities, securities of entities affiliated or unaffiliated with the Bank, baskets of such securities, equity indices or to other property or other factors, shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission.

Representations and Warranties of the Bank. The Upon ------------------------------------------ the execution of the applicable Terms Agreement, the Bank represents and warrants to, and agrees with, to each of the Underwriters Underwriter that: (a) The Bank has prepared and filed with the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “"Commission”) thereunder (collectively, the “Act”), and has filed with the Commission a registration statement including a prospectus on Form F-3 (File No. 333-275898") in respect of securities accordance Chase Securities Inc. February 19, 1997 Page 3 (the “Shelf Securities”)i) an additional registration statement, including the Securities and contents of the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b)(the "Additional Registration Statement") relating to the Certificates has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Certificates have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Certificates will have been duly registered under the Act pursuant to the Initial Registration Statement Chase Securities Inc. February 19, 1997 Page 4 and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in to either such registration statement has been filed with the form heretofore delivered Commission prior to the Representatives, excluding exhibits to such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as execution and delivery of the date of applicable Terms Agreement, the most recent amendment (if any) to each such prospectus, have registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such form; no other document with respect to such prospectus, in the form it appears in a Registration Statement or document incorporated by reference therein in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Certificates and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Representative shall agree in writing to a modification, the Final Prospectus shall be in all substantial respects in the form furnished to the Underwriters prior to the execution of the relevant Terms Agreement, or to the extent not completed at such time, shall contain only such material changes as the Bank has advised the Representative, prior to such time, will be included therein. Any preliminary form of the Prospectus Supplement which has heretofore been filed or transmitted for filing with pursuant to Rule 424 is hereinafter called a "Preliminary Final Prospectus;" (b) The Initial Registration Statement, including such amendments thereto as may have been required on the Commissiondate of the applicable Terms Agreement, except for any documents and the Additional Registration Statement (if any), relating to the Certificates, have -been filed with the Commission subsequent to and such Initial Registration Statement as amended, and the date of such effectiveness in the form heretofore delivered to the Representatives for each of the Underwriters; and no Additional Registration Statement (if any), have become effective. No stop order suspending the effectiveness of such the Initial Registration Statement or any post-effective amendment thereto the Additional Registration Statement (if any) has been issued, issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated instituted or, to the knowledge of the Bank, contemplated or threatened by the Commission; (c) The Initial Registration Statement conforms, and any amendments or supplements thereto and the Final Prospectus will conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Initial Registration Statement and any amendment thereto, as of the applicable filing date as to the Final Prospectus and any supplement thereto, and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Additional Registration Statement (if any) and the Initial Registration Statement conform, in all material respects to the requirements of the Act, and do not and will not, as of the applicable effective date as to the Additional Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall -------- ------- apply only during the period that a prospectus relating to the Certificates is required to be delivered under the Act by dealers in connection with the initial public offering of such Certificates (such period being hereinafter sometimes referred to as the "prospectus delivery period"); provided, further, that this representation -------- ------- and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by or on behalf of an Underwriter specifically for use in connection with the preparation of a Registration Statement and the Final Prospectus; (d) As of the Closing Date, the representations and warranties of the Bank, as Transferor, in the Pooling and Servicing Agreement and the Supplement will be true and correct; (e) The Bank has been duly organized and is validly existing as a national bank in good standing under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Bank and its subsidiaries, taken as a whole; (f) The Certificates have been duly authorized, and, when issued and delivered pursuant to the Pooling and Servicing Agreement and the Supplement, duly authenticated by the Trustee and paid for by the Underwriters in accordance with the terms of this Agreement and the applicable Terms Agreement, will be duly and validly executed, issued and delivered and entitled to the benefits provided by the Pooling and Servicing Agreement and the Supplement; each of the Pooling and Servicing Agreement and the Supplement have been duly authorized and, when executed and delivered by the Bank, as Transferor, each of the Pooling and Servicing Agreement and the Supplement will (assuming due execution and delivery by the Trustee) constitute a valid and binding agreement of the Bank; the Certificates, the Pooling and Servicing Agreement and the Supplement conform to the descriptions thereof in the Final Prospectus in all material respects; and, if applicable, when executed by the Bank, as Chase Securities Inc. February 19, 1997 Page 7 Transferor, the Credit Enhancement Agreement will (assuming due execution and delivery by the Trustee and Credit Enhancement Provider) constitute a valid and binding agreement of the Bank; (g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement or the Supplement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust's interest in the Receivables; (h) The Bank is not in violation of its Articles of Association or By-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound which would have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement or the Supplement. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and the issuance and sale of the Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of its properties or any material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the Articles of Association or By-laws of the Bank except for any such breaches or violations or defaults as would not individually or in the aggregate have a material adverse effect on the transactions contemplated herein, in the Pooling and Servicing Agreement and the Supplement; (i) Other than as set forth or contemplated in the Final Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on the Bank's credit card business or on the interests of the holders of the Certificates; and there are no contracts or other documents of a character required to be filed as an exhibit to the Initial Registration Statement or the Additional Registration Statement (if any) or to be described in the Initial Registration Statement, the Additional Registration Statement (if any) or the Basic Prospectus which are not filed or described as required; and (j) Each of this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank.

Representations and Warranties of the Bank. The Upon the execution of the Terms Agreement, the Bank represents and warrants to, and agrees with, each of to the Underwriters that: (a) The Bank has prepared and filed with the Bank meets Securities and Exchange Commission (the requirements for use "Commission") in accordance with the provisions of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “"Act”"), and has filed with the Commission a registration statement including a prospectus on Form F-3 on (File No. 333-275898i) in respect of securities (the “Shelf Securities”)an additional registration statement, including the Securities and contents of the Conversion Shares; the various parts of such registration statement as amended to the date of this Agreement, including all exhibits thereto and the documents Initial Registration Statement incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective therein and including the all information (if any) deemed to be a part of the such additional registration statement at the time of effectiveness pursuant to Rule 430A or 430A(b) (the "Additional Registration Statement") relating to the Series Certificate and the Notes has been filed with the Commission pursuant to Rule 430B 462(b) ("Rule 462(b)") under the ActAct and, are hereinafter called if so filed, has become effective upon filing pursuant to Rule 462(b), then the “Series Certificate and the Notes have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement or (ii) an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to Rule 462(b), then upon such filing the Series Certificate and the Notes will have been duly registered under the Act pursuant to the Initial Registration Statement and such Additional Registration Statement;” such . If the Bank does not propose to amend the Initial Registration Statement (including any pre-effective amendment thereto) or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, excluding exhibits to either such Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date of such prospectus, have registration statement has been declared effective by the Commission in such form; no other document with respect to such Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent prior to the date of such effectiveness in the form heretofore delivered to the Representatives for each execution and delivery of the Underwriters; and no stop order suspending Terms Agreement, the effectiveness of such Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the Shelf Securities (including the Securities and the Conversion Shares) has been initiated or, to the knowledge of the Bank, contemplated or threatened by the Commission.most recent amendment