Common use of Collateral Term Sheets Clause in Contracts

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof will have been prepared and disseminated by the Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof will have been prepared and disseminated by the Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(d). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prosective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Certificates, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered Certificates, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 9(c). Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Final Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Final Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, each such Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Final Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Certificates, the Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplementsupplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicablepreceding sentence.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(c). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(c) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. LLP to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(d). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) IfThe Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, at any time when a prospectus relating that: (i) The Collateral Term Sheets furnished to the Offered Certificates Company pursuant to Section 9(a) constitute all of a Series is the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be delivered under filed with the Act, it shall be necessary Commission as "Collateral Term Sheets" with respect to amend or supplement the related Prospectus as a result Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of an the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact requiredor, when considered read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, therein not misleading, or if it shall be necessary ; and (iii) the Underwriter has not represented to amend or supplement any Current Report relating to prospective investor that any Collateral Term Sheets with respect to comply with any Series were prepared or disseminated on behalf of the Act or Company, and, except as otherwise disclosed by the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with in writing prior to the Commission an amendment date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(d). Notwithstanding the foregoing, the Underwriter makes no representation or supplement which warranty as to whether any Collateral Term Sheet included or will correct such include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or an amendment materials superseding or supplement which will effect correcting such complianceCorrected Mortgage Pool Error). (c) Each The Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheets, as applicable.Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "COLLATERAL TERM SHEETS" and together with Structural Term Sheets, referred to herein as "ABS TERM SHEETS"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the related Closing Date, that the Collateral Term Sheets furnished to the Company Depositor pursuant to this paragraph Section 11 (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf constitute all of the Company at the address specified in Section 3 hereof and one copy materials furnished to prospective investors by such Underwriter prior to time of such materials delivery thereof to the Company. (Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and such Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 11 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(c). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(c) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to (a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof will have been prepared and disseminated by the Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets" and together with Structural Term Sheets, referred to herein as "ABS Term Sheets"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf Depositor as of the Company at date of the address specified in Section 3 hereof related Terms Agreement and one copy as of such materials to the Company. (related Closing Date, that the Collateral Term Sheets furnished to the Depositor pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and Structural such Collateral Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 10 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets" and together with Structural Term Sheets, referred to herein as "ABS Term Sheets"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Seller and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Seller a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf Seller as of the Company at date of the address specified in Section 3 hereof related Terms Agreement and one copy as of such materials to the Company. (related Closing Date, that the Collateral Term Sheets furnished to the Seller pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Seller that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and Structural such Collateral Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 10 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Seller for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any [“Collateral Term Sheet” within the meaning of the PSA Letter] [ABS Informational and Computational Material within the meaning of Regulation AB], the filing of which material is a condition of the relief granted in such letter (such material being the “Collateral Term Sheets”), to a prospective investor in the Notes, the Representative shall notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificatesthe Notes, each Underwriter the Representative shall deliver to the Company five Depositor one complete copies copy of all materials provided by such Underwriter the Representative to prospective investors in the Offered Certificates that such Notes which constitute "“Collateral Term Sheets." ” Each delivery of a Collateral Term Sheet to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "“ABS Term Sheets.")”) At the time of each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Depositor by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as [“Collateral Term Sheets”] [ABS Informational and Computational Material within the meaning of Regulation AB] with respect to the related Notes in accordance with [the PSA Letter] [Regulation AB], and such Collateral Term Sheets comply with the requirements of [the PSA Letter] [ABS Informational and Computational Material within the meaning of Regulation AB], and (ii) On the date any such Collateral Term Sheets with respect to such Notes were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Representative makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error. (c) If, at any time when a prospectus Prospectus relating to the Offered Certificates Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Representative pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus SupplementProspectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus SupplementProspectus, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish . The Representative represents and warrants to the Company a letterDepositor, dated as of the date on which you deliver any Collateral Term Sheets of delivery of such amendment or supplement to the Company pursuant Depositor, that such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus, omit to Section 9(a)state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, in form and substance satisfactory however, the Representative makes no representation or warranty as to the Company, stating in effect that they have verified the mathematical accuracy of whether any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableamendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "COLLATERAL TERM SHEETS" and together with Structural Term Sheets, referred to herein as "ABS TERM SHEETS"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter, severally and not jointly, represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the related Closing Date, that the Collateral Term Sheets furnished to the Company Depositor pursuant to this paragraph Section 11 (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf constitute all of the Company at the address specified in Section 3 hereof and one copy materials furnished to prospective investors by such Underwriter prior to time of such materials delivery thereof to the Company. (Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and such Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 11 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each The Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such the Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Certificates, the Underwriters shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered Certificates, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(d) and Section 9(c). Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Final Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Final Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, each such Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Final Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter Under writer shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred referred, to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. LLP to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an EDGAX xxxmat, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableof its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred referred, to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. LLP to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Terns Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Notes, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesNotes, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the such Offered Certificates that Notes which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Equipment Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Notes in accordance with the PSA Letter, and such Collateral Term Sheets comply with all applicable laws and regulations in connection with the use of Collateral Term Sheets, including the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Notes were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include 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; and (iii) the Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Equipment Pool Error (except any Corrected Equipment Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Equipment Pool Error or materials superseding or correcting such Corrected Equipment Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Notes furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Notes and will be superseded by the description of the related Equipment Loans in the related Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, required to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, therein not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include 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; provided, however, that the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Equipment Pool Error (except any Corrected Equipment Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Equipment Pool Error or materials superseding or correcting such Corrected Equipment Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to this paragraph (d) or (ii) the Company determines such filing is not required under the Act. (e) If the Underwriter does not provide any Collateral Term Sheets to the Company pursuant to Section 9(a)) above or any Computational Materials or Structural Term Sheets pursuant to Section 8(a) above, the Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with Kidder or the PSA Letters, and substance satisfactory the Underwriter shall provide thx Xxxxany with a certification to that effect on the Closing Date. (f) In the event of any delay in the delivery by the Underwriter to the CompanyCompany of all Collateral Term Sheets required to be delivered in accordance with Section 9(a) above, stating the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in effect that they have verified each case as necessary in order to allow the mathematical accuracy of any calculations performed by such Underwriter and Company to comply with its agreement set forth in such Section 9(a) hereof to file the Collateral Term SheetsSheets by the time specified therein. (g) The Underwriter represents that it has in place, as applicableand covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the PSA Letters with respect to the generation and use of Collateral Term Sheets in connection with the offering of the Notes.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX format, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective inventors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except, any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and set forth in agrees to file such Collateral Term Sheets, as applicableamendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Depositor, and unless otherwise agreed to by the Depositor, in a form reasonably convertible to an EDGAR format, a complete copies copy of all materials provided by such Underwriter Underxxxxxr to prospective investors in the Offered Certificates that such certificates which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company Depositor on behalf of the Company Depositor at the address specified in Section 3 hereof by the Depositor and one copy of such materials to the CompanyDepositor. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Depositor pursuant to Section 9(a) constitute all of the materials famished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Depositor, and, except as otherwise disclosed by such Underwriter to the Depositor in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates famished to prospective investors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Depositor. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterDepositor representing and warranting to the Depositor that, dated as of the date on which you deliver any Collateral Term Sheets of delivery of such amendment or supplement to the Company pursuant Depositor, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to Section 9(a)state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, in form and substance satisfactory however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Depositor shall have no obligation to file such amendment or supplement if the Depositor determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and set forth in Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Depositor shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such Collateral Term Sheets, as applicableamendment or supplement provided by such Underwriter to the Depositor pursuant to this paragraph (d) or (ii) such filing is not required under the Act. The Depositor shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Certificates, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered Certificates, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) If, at any time when a prospectus relating Each Underwriter represents and warrants to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction and agrees with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a), in form and substance satisfactory ) constitute all of the materials furnished to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed prospective investors by such Underwriter and set forth in such Collateral Term Sheets, as applicable.prior to time of delivery thereof to the Company that are required to be filed with

Collateral Term Sheets. (a) On Prior to the delivery of any ---------------------- "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets" and together with Structural Term Sheets, referred to herein as "ABS Term Sheets"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Seller and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Seller a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf Seller as of the Company at date of the address specified in Section 3 hereof related Terms Agreement and one copy as of such materials to the Company. (related Closing Date, that the Collateral Term Sheets furnished to the Seller pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Seller that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and Structural such Collateral Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 10 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Seller for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "COLLATERAL TERM SHEETS" and together with Structural Term Sheets, referred to herein as "ABS TERM Sheets"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter, represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the related Closing Date, that the Collateral Term Sheets furnished to the Company Depositor pursuant to this paragraph Section 11 (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf constitute all of the Company at the address specified in Section 3 hereof and one copy materials furnished to prospective investors by such Underwriter prior to time of such materials delivery thereof to the Company. (Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and such Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 11 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any “Collateral Term Sheet” within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the “Collateral Term Sheets” and together with Structural Term Sheets, referred to herein as “ABS Term Sheets”), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "“Collateral Term Sheets." Each delivery ” At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf Depositor as of the Company at date of the address specified in Section 3 hereof related Terms Agreement and one copy as of such materials to the Company. (related Closing Date, that the Collateral Term Sheets furnished to the Depositor pursuant to Section 11(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as “Collateral Term Sheets” with respect to the related Securities in accordance with the PSA Letter, and Structural such Collateral Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 11 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Securities, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered CertificatesSecurities, each Underwriter the Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that Securities which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Home Loans. (b) Each Underwriter represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Securities in accordance with the PSA Letter, such Collateral Term Sheets comply with the requirements of the PSA Letter, and delivery of such Collateral Term Sheets was made to investors in a manner in accordance with the provisions of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement resulting directly from any Home Loan Pool Error (except any Corrected Home Loan Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of materials superseding or correcting such Corrected Home Loan Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Securities furnished to prospective investors in the related Securities have been prepared and disseminated by or on behalf of such Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(c) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Securities and will be superseded by the description of the related Home Loans in the related Prospectus Supplement . Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading9, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory of delivery of such amendment or supplement to the Company, stating that such amendment or supplement will not include any untrue statement of a material fact or, when read in effect conjunction with the related Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that they have verified the mathematical accuracy of any calculations performed by each such Underwriter and set forth in makes no representation or warranty as to whether any such Collateral Term Sheetsamendment or supplement will include any untrue statement resulting directly from any Home Loan Pool Error (except any Corrected Home Loan Pool Error, as applicablewith respect to any such amendment or supplement prepared after the receipt by the Underwriters from the Company of materials superseding or correcting such Corrected Home Loan Pool Error).

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Certificates, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered Certificates, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided provide by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 14 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 10(a) as a result of the occurrence of a material change in the characteristics of the Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Company as of the date hereof and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 10(a) and on the Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 10(c). Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 9(d) hereof, and to the effect that the information contained in such materials supersedes information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the Mortgage Loans in the Prospectus Supplement and in the detailed description relating to such Prospectus Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 10 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, each such Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred referred, to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each The Underwriter shall cause Deloitte & Touche L.L.P. LLP to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such the Underwriter and set forth in such Collateral Term Terns Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX format, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (ae) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective inventors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related relates Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the The Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except,any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableof its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX format, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableof its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with -respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof will have been prepared and disseminated by the Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Form 8-K relating to such Prospectus Supplement to be filed. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company or Xxxxxx Mac. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any ---------------------- "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the Underwriters shall notify the Depositor and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2:00 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered the Certificates, each Underwriter the Underwriters shall deliver to the Company Depositor five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company Depositor on behalf of the Company Depositor at the address specified in Section 3 hereof and one copy of such materials to the CompanyDepositor. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Depositor by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Depositor, and, except as otherwise disclosed by such Underwriter to the Depositor in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 9(c). Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Depositor to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes information contained in any prior Collateral Term Sheet with respect to such Series of Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Depositor. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction 28 with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterDepositor, dated as of the date on which you deliver any Collateral Term Sheets of delivery of such amendment or supplement to the Company pursuant Depositor, that such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to Section 9(a)state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, in form and substance satisfactory however, each such Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Depositor shall have no obligation to file such amendment or supplement if the Depositor determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and set forth in Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Depositor shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such Collateral Term Sheets, as applicableamendment or supplement provided by any Underwriter to the Depositor pursuant to this paragraph (d) or (ii) such filing is not required under the Act.

Collateral Term Sheets. (a) On Prior to the delivery of any ---------------------- "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, you shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter you shall deliver to the Company five complete copies of all materials provided by such Underwriter you to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 13 hereof and one copy of such materials to the Company. (At the time of each such delivery, you shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets and Structural Term Sheets are, together, referred previously delivered to herein the Company with respect to such Series pursuant to this Section 9(a) as "ABS Term Sheetsa result of the occurrence of a material change in the characteristics of the related Mortgage Loans.") (b) You represent and warrant to and agree with the Company as of the date of the related Terms Agreement and as of the Closing Time, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Time, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) you have not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by you to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iii). Notwithstanding the foregoing, you make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by you from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) You acknowledge and agree that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(b) (iii) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. You agree that you will not represent to prosective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter you pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall you promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish . You represent and warrant to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2:00 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i.) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii.) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.be

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets" and together with Structural Term Sheets, referred to herein as "ABS Term Sheets"), to a prospective investor in Certificates of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Seller and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter the Representative shall deliver to the Company five Seller a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf Seller as of the Company at date of the address specified in Section 3 hereof related Terms Agreement and one copy as of such materials to the Company. (related Closing Date, that the Collateral Term Sheets furnished to the Seller pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Seller that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Certificates in accordance with the PSA Letter, and Structural such Collateral Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 10 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Seller for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesNotes, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates Notes that constitute "“Collateral Term Sheets." ” Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred referred, to herein as "“ABS Term Sheets."”) (b) If, at any time when a prospectus relating to the Offered Certificates Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. LLP to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Terns Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any ------------------------ "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Securities, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered CertificatesSecurities, each Underwriter the Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that Securities which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Home Loans. (b) Each Underwriter represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Securities in accordance with the PSA Letter, such Collateral Term Sheets comply with the requirements of the PSA Letter, and delivery of such Collateral Term Sheets was made to investors in a manner in accordance with the provisions of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement resulting directly from any Home Loan Pool Error (except any Corrected Home Loan Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of materials superseding or correcting such Corrected Home Loan Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Securities furnished to prospective investors in the related Securities have been prepared and disseminated by or on behalf of such Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(c) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Securities and will be superseded by the description of the related Home Loans in the related Prospectus Supplement . Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading9, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory of delivery of such amendment or supplement to the Company, stating that such amendment or supplement will not include any untrue statement of a material fact or, when read in effect conjunction with the related Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that they have verified each such -------- ------- Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Home Loan Pool Error (except any Corrected Home Loan Pool Error, with respect to any such amendment or supplement prepared after the mathematical accuracy receipt by the Underwriters from the Company of any calculations performed by materials superseding or correcting such Underwriter and set forth in such Collateral Term Sheets, as applicableCorrected Home Loan Pool Error).

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Notes, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificatesthe Notes, each Underwriter the Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates that such Notes which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the Notes, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to the Notes pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Receivables. (b) Each Underwriter represents and warrants to and agrees with the Company as of the date of this Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the Notes in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to the Notes were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Receivable Pool Error. (c) If, at any time when a prospectus Prospectus relating to the Offered Certificates of a Series Notes is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus SupplementProspectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus SupplementProspectus, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory of delivery of such amendment or supplement to the Company, stating that such amendment or supplement will not include any untrue statement of a material fact or, when read in effect that they have verified conjunction with the mathematical accuracy of any calculations performed by related Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, each such Underwriter and set forth in makes no representation or warranty as to whether any such Collateral Term Sheets, as applicableamendment or supplement will include any untrue statement resulting directly from any Receivable Pool Error.

Collateral Term Sheets. (a) Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Securities, the Underwriters shall notify the Depositor and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered CertificatesSecurities, each Underwriter the Underwriters shall deliver to the Company five Depositor one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that Securities which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the Offered Securities, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to the Offered Securities pursuant to this Section 9(a) as a result of the occurrence of the material change in the characteristics of the related Receivables. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of this Agreement and as of the Closing Date, that the Collateral Term Sheets furnished to the Depositor by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the Offered Securities in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter. (c) If, at any time when a prospectus Prospectus relating to the Offered Certificates of a Series Securities is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus SupplementProspectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus SupplementProspectus, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall and PF promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an EDGAX xxxmat, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")herein (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer to the effect set forth in Section (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableof its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term --------------- Sheets"), to a prospective investor in the Offered Securities, the ------ Underwriters shall notify the Depositor and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered CertificatesSecurities, each Underwriter the Underwriters shall deliver to the Company five Depositor one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that Securities which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term --------- Sheets.")) At the time of each such delivery, the Underwriter ------ making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the Offered Securities, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to the Offered Securities pursuant to this Section 9(a) as a result of the occurrence of the material change in the characteristics of the related Receivables. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of this Agreement and as of the Closing Date, that the Collateral Term Sheets furnished to the Depositor by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the Offered Securities in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter. (c) If, at any time when a prospectus Prospectus relating to the Offered Certificates of a Series Securities is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus SupplementProspectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus SupplementProspectus, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall and PF promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day immediately following the date on which any "Collateral Term Sheet Sheet" (as defined in within the meaning of the PSA Letterletter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver (or shall transmit electronically) to the Company five complete Depositor or its counsel copies of all materials provided by such the Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering (or transmitting electronically) four copies of such materials to counsel for the Company Depositor on behalf of the Company Depositor at the address specified in Section 3 hereof by such counsel and one copy of such materials to the CompanyDepositor. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that the Collateral Term Sheets furnished to the Depositor pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (c) The Underwriter may cause such firm of certified Public Accountants as it shall select to prepare a letter, dated as of the date on which the Underwriter delivers any Collateral Term Sheets to the depositor pursuant to Section 9(a) (and, in the event that the Underwriter does so, it shall cause the Depositor to be an addressee of such letter), stating in effect that they have verified the mathematical accuracy of any calculations, or such portion or sample thereof as is specified in such letter, performed by the Underwriter and set forth in such Collateral Term Sheets. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company Depositor for filing with the Commission Commission, and the Depositor shall promptly file therewith, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Securities, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered CertificatesSecurities, each Underwriter the Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that Securities which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Securities in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error. (c) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Final Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Final Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory of delivery of such amendment or supplement to the Company, stating that such amendment or supplement will not include any untrue statement of a material fact or, when read in effect that they have verified conjunction with the mathematical accuracy of any calculations performed by related Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, each such Underwriter and set forth in makes no representation or warranty as to whether any such Collateral Term Sheets, as applicableamendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Certificates, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered Certificates, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Company and GECMSI as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 9(c). Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Final Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Final Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, each such Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Final Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "COLLATERAL TERM SHEETS" and together with Structural Term Sheets, referred to herein as "ABS TERM SHEETS"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter, severally represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the related Closing Date, that the Collateral Term Sheets furnished to the Company Depositor pursuant to this paragraph Section 11 (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf constitute all of the Company at the address specified in Section 3 hereof and one copy materials furnished to prospective investors by such Underwriter prior to time of such materials delivery thereof to the Company. (Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and such Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 11 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) The Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an the Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such the Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . The Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "COLLATERAL TERM SHEETS" and together with Structural Term Sheets, referred to herein as "ABS TERM SHEETS"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf Depositor as of the Company at date of the address specified in Section 3 hereof related Terms Agreement and one copy as of such materials to the Company. (related Closing Date, that the Collateral Term Sheets furnished to the Depositor pursuant to Section 11(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and Structural such Collateral Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 11 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX format, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related XXX. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any XXX Pool Error (except any Corrected XXX Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected XXX Pool Error or materials superseding or correcting such Corrected XXX Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Certificates being offered and will be superseded by the description of the related XXX in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any XXX Pool Error (except any Corrected XXX Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected XXX Pool Error or materials superseding or correcting such Corrected XXX Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableof its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesComputational Materials, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Series Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Sheets. Each Broker-Dealer which has furnished Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets to potential investors shall furnish a copy thereof to Sidley Austin Brown & Wood LLP no later than 3:00 p.m. New York City tixx xx xxx xxsinxxx day prior to the day on which such materials are required to be filed with the SEC pursuant to the applicable No-Action Letter. In addition, each Broker-Dealer which has so furnished such materials hereby represents to CWHEQ as to the materials it has furnished as follows: (a) The Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets so furnished by such Broker-Dealer comply in all material respects with the terms of the applicable No-Action Letter.") (b) If, at any time when a prospectus relating The Derived Information included in the Underwriter Information of such Broker-Dealer pursuant to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of definitions thereof does not contain an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements thereinor, when read in conjunction with the related Prospectus and Prospectus Supplementas an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, or if it shall be however, that the applicable Underwriter makes no representation that the Prospectus (exclusive of such Derived Information and the Underwriter Information provided by such Underwriter) does not include any untrue statement of a material fact and does not omit to state any material fact necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with make the Act or statements contained therein, in light of the rules thereundercircumstances under which they were made, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliancenot misleading. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish The Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets so furnished contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the Company a letter, dated as actual rate or timing of principal payments or prepayments on any of the date Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that such materials were prepared by the applicable Broker-Dealer in reliance on which you deliver information regarding the Mortgage Loans furnished by the Seller or CWHEQ. (d) CWHEQ did not participate in the preparation of the Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets other than by supplying the Seller Mortgage Loan Information to the Broker-Dealer. (e) At or prior to the time any Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets are furnished to CWHEQ for filing on the Company pursuant Form 8-K, the Broker-Dealer furnishing such materials will provide to Section 9(a)CWHEQ and such Broker-Dealer a letter, in form and substance reasonably satisfactory to CWHEQ and such Broker-Dealer, of a firm of independent public accountants of national reputation to the Company, stating in effect that they such accountants have verified performed certain specified procedures with respect to such materials and have found no exceptions, other than such exceptions as are acceptable to CWHEQ and the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableBroker-Dealer.

Collateral Term Sheets. (a) On Prior to the delivery of any ---------------------- "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered ---------------------- Certificates, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered Certificates, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided provide by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 14 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the --------------- Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 10(a) as a result of the occurrence of a material change in the characteristics of the Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Company as of the date hereof and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Offered Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 10(a) and on the Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 10(c). Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 9(d) hereof, and to the effect that the information contained in such materials supersedes information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the Mortgage Loans in the Prospectus Supplement and in the detailed description relating to such Prospectus Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 10 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, each such Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory to this paragraph (d) or (ii) such filing is not required under the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableAct.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "“Collateral Term Sheets." ” Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "“ABS Term Sheets."”) (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. LLP to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a)) hereof, in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Tern Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX format, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Loan Pool Error (except any Corrected Loan Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Loan Pool Error or materials superseding or correcting such Corrected Loan Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective inventors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such series of Certificates being offered and will be superseded by the description of the related Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Loan Pool Error (except, any Corrected Loan Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Loan Pool Error or materials superseding or correcting such Corrected Loan Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and set forth in agrees to file such Collateral Term Sheets, as applicableamendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Collateral Term Sheets. (a) On Prior to the delivery of any Collateral Term Sheet, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Notes, the Underwriters shall notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificatesthe Notes, each Underwriter the Underwriters shall deliver to the Company five Depositor one complete copies copy of all materials provided by such Underwriter the Representative to prospective investors in the Offered Certificates that such Notes which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four copies in accordance with Section 10. At the time of each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials to counsel for the Company on behalf of the Company at the address specified differ in Section 3 hereof and one copy of such materials to the Company. (any material respect from any Collateral Term Sheets and Structural Term Sheets are, together, referred previously delivered to herein the Depositor with respect to such Series pursuant to this Section 9(a) as "ABS Term Sheetsa result of the occurrence of a material change in the characteristics of the related Mortgage Loans.") (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets by such Underwriter delivered to the Representative for delivery to the Depositor pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor, (ii) On the date any such Collateral Term Sheets with respect to such Notes were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Representative makes no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error. (c) If, at any time when a prospectus Prospectus relating to the Offered Certificates Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Representative pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus SupplementProspectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus SupplementProspectus, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish . The Representative represents and warrants to the Company a letterDepositor, dated as of the date on which you deliver any Collateral Term Sheets of delivery of such amendment or supplement to the Company pursuant to Section 9(a)Depositor, in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth Derived Information contained in such Collateral Term Sheetsamendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative makes no representation or warranty as applicableto whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error.

Collateral Term Sheets. (a) On Prior to the delivery of any ---------------------- "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Securities, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered CertificatesSecurities, each Underwriter the Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that Securities which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Home Loans. (b) Each Underwriter severally represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that the Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company. (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Securities furnished to prospective investors in the related Securities have been prepared and disseminated by or on behalf of such Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(c) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Securities and will be superseded by the description of the related Home Loans in the related Prospectus Supplement . Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading9, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred referred, to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a)) hereof, in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of a Series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX format, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective inventors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus prospectus or prospectus supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except, any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form this paragraph (d) or (ii) the Company reasonably determines that such filing is not required under the Act and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter does not object as provided below. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and set forth in agrees to file such Collateral Term Sheets, as applicableamendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "“Collateral Term Sheets." ” Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "“ABS Term Sheets."”) (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. LLP to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any ---------------------- "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Securities, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered CertificatesSecurities, each Underwriter the Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that Securities which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, the Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Home Loans. (b) Each Underwriter represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Securities in accordance with the PSA Letter, such Collateral Term Sheets comply with the requirements of the PSA Letter, and delivery of such Collateral Term Sheets was made to investors in a manner in accordance with the provisions of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement resulting directly from any Home Loan Pool Error (except any Corrected Home Loan Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of materials superseding or correcting such Corrected Home Loan Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Securities furnished to prospective investors in the related Securities have been prepared and disseminated by or on behalf of such Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(c) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Securities and will be superseded by the description of the related Home Loans in the related Prospectus Supplement . Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading9, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) . Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish represents and warrants to the Company a letterCompany, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory of delivery of such amendment or supplement to the Company, stating that such amendment or supplement will not include any untrue statement of a material fact or, when read in effect conjunction with the related Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that they have verified the mathematical accuracy of any calculations performed by each such Underwriter and set forth in makes no representation or warranty as to whether any such Collateral Term Sheetsamendment or supplement will include any untrue statement resulting directly from any Home Loan Pool Error (except any Corrected Home Loan Pool Error, as applicablewith respect to any such amendment or supplement prepared after the receipt by the Underwriters from the Company of materials superseding or correcting such Corrected Home Loan Pool Error).

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets" and together with Structural Term Sheets, referred to herein as "ABS Term Sheets"), to a prospective investor in Certificates of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Transferor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter the Representative shall deliver to the Company five Transferor and its counsel a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf Transferor as of the Company at date of the address specified in Section 3 hereof related Terms Agreement and one copy as of such materials to the Company. (related Closing Date, that the Collateral Term Sheets furnished to the Transferor pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Transferor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Certificates in accordance with the PSA Letter, and Structural such Collateral Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 10 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Transferor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred referred, to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a)) hereof, in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX format, a complete copies copy of all materials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (ae) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section (a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective inventors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related relates Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the The Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except,any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableof its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Offered Securities, the Underwriters shall notify the Company and its counsel by telephone of their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such the Offered CertificatesSecurities, each Underwriter the Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the such Offered Certificates that Securities which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in accordance with Section 3 hereof and one copy of such materials to the Company10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")Structural (b) Each Underwriter represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company by such Underwriter pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Securities in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Offered Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Home Loan Pool Error. (c) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.under

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an EDGAR format, a complete copies copy of all materials provided by such Underwriter Underwxxxxx to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableof its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) On Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in the Certificates, the applicable Underwriter shall notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in the Certificates of an offered series, such Offered Certificates, each applicable Underwriter shall deliver to the Company five Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an EDGAR format, a complete copies copy of all materials alx xxxerials provided by such Underwriter to prospective investors in the Offered such Certificates that which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.")) At the time of each such delivery, such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to the Offering of the Certificates were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 9(a) and on the related Closing Date, such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each . Such Underwriter shall cause Deloitte & Touche L.L.P. to furnish will deliver an Officer's Certificate to the Company a letterrepresenting and warranting to the Company that, dated as of the date on which you deliver of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any Collateral Term Sheets untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to Section 9(a), in form and substance satisfactory this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicableof its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) On the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificates, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in the Offered Certificates that constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Tern Sheets provided by an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a)) hereof, in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.

Collateral Term Sheets. (a) On Prior to the delivery of any Collateral Term Sheet, the filing of which material is a condition of the relief granted in such letter (such material being the “Collateral Term Sheets”), to a prospective investor in the Notes, the Underwriters shall notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered Certificatesthe Notes, each Underwriter the Underwriters shall deliver to the Company five Depositor one complete copies copy of all materials provided by such Underwriter the Representative to prospective investors in the Offered Certificates that such Notes which constitute "“Collateral Term Sheets." ” Each delivery of a Collateral Term Sheet to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four copies in accordance with Section 10. At the time of each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials to counsel for the Company on behalf of the Company at the address specified differ in Section 3 hereof and one copy of such materials to the Company. (any material respect from any Collateral Term Sheets and Structural Term Sheets are, together, referred previously delivered to herein the Depositor with respect to such Series pursuant to this Section 9(a) as "ABS Term Sheetsa result of the occurrence of a material change in the characteristics of the related Mortgage Loans.") (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets by such Underwriter delivered to the Representative for delivery to the Depositor pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor, (ii) On the date any such Collateral Term Sheets with respect to such Notes were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Representative makes no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error. (c) If, at any time when a prospectus Prospectus relating to the Offered Certificates Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Representative pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus SupplementProspectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus SupplementProspectus, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish . The Representative represents and warrants to the Company a letterDepositor, dated as of the date on which you deliver any Collateral Term Sheets of delivery of such amendment or supplement to the Company pursuant to Section 9(a)Depositor, in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth Derived Information contained in such Collateral Term Sheetsamendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative makes no representation or warranty as applicableto whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error.

Collateral Term Sheets. (a) On Prior to the delivery of any ---------------------- "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets" and together with Structural Term Sheets, referred to herein as "ABS Term Sheets"), to a prospective investor in Securities of a Series, the Representative shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 2 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet (as defined in the PSA Letter) was first delivered to a prospective investor in such Offered CertificatesSecurities, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in the Offered Certificates Securities that constitute "Collateral Term Sheets." Each delivery At the time of a each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheet Sheets. (b) Each Underwriter represents and warrants to and agrees with the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf Depositor as of the Company at date of the address specified in Section 3 hereof related Terms Agreement and one copy as of such materials to the Company. (related Closing Date, that the Collateral Term Sheets furnished to the Depositor pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Securities in accordance with the PSA Letter, and Structural such Collateral Term Sheets are, together, referred to herein as "ABS Term Sheetscomply with the requirements of the PSA Letter.") (bc) If, at any time when a prospectus relating to the Offered Certificates Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by an Underwriter the Underwriters pursuant to this Section 9 10 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the withthe related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report ABS Filing relating to any Collateral Term Sheets to comply with the Act or the rules thereunderRules and Regulations, such Underwriter shall the Representative promptly will prepare and furnish to the Company Depositor for filing with the Commission an amendment or supplement which that will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche L.L.P. to furnish to the Company a letter, dated as of the date on which you deliver any Collateral Term Sheets to the Company pursuant to Section 9(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Collateral Term Sheets, as applicable.