Common use of Computational Materials and ABS Term Sheets Clause in Contracts

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-no- action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorxxxxxxd, and Xxxxxx xxx Xxdder Structured Asset Corporation Corpoxxxxxx and the no-action letter dated May 27Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the noxx-action xxxion letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials with materxxxx xith the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwritersUnderwriter, the Underwriters Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriters Underwriter to prospective investors in the Securities which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 15 hereof and one copy of such materials to the Company. (b) The Underwriter represents and warrants to and agrees with the Company, as of the date hereof and as of the Closing Date, that: (i) if the Underwriter has provided any Collateral Term Sheets to potential investors in the Securities prior to the date hereof and if the filing of such materials with the Commission is a condition of the relief granted in the PSA Letter, then in each such case the Underwriter delivered four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such materials were initially provided to a potential investor; (ii) the Computational Materials (either in original, aggregated or consolidated form), Collateral Term Sheets and ABS Term Sheets furnished to the Company pursuant to Section 10(a) or as contemplated in Section 10(b)(i) constitute all of the materials relating to the Securities furnished by the Underwriter (whether in written, electronic or other format) to prospective investors in the Securities which are required to be filed with the Commission in accordance with the No-Action Letters, and all Computational Materials, Collateral Term Sheets and ABS Term Sheets provided to potential investors in the Securities comply with the requirements of the No-Action Letters; (iii) on the respective dates any such Computational Materials and/or ABS Term Sheets with respect to the Securities referred to in Section 10(b)(ii) were last furnished to each prospective investor, on the date of delivery thereof to the Company pursuant to or as contemplated by this Section 10 and on the Closing Date, such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Final Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) at the time any Computational Materials, Collateral Term Sheets or ABS Term Sheets with respect to the Securities were furnished to a prospective investor and on the date hereof, the Underwriter possessed, and on the date of delivery of such materials to the Company pursuant to or as contemplated by this Section 10 and on the Closing Date, the Underwriter will possess, the capability, knowledge, expertise, resources and systems of internal control necessary to ensure that such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets conform to the representations and warranties of the Underwriter contained in subparagraphs (ii) and (iii) above of this paragraph (b); (v) all Computational Materials, Collateral Term Sheets and ABS Term Sheets with respect to the Securities furnished to potential investors contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such Computational Materials, Collateral Term Sheets or ABS Term Sheets, is not responsible for the accuracy thereof and has not authorized the dissemination thereof; (vi) all Collateral Term Sheets with respect to the Securities furnished to potential investors contained and will contain a legend, prominently displayed on the first page thereof, indicating that the information contained therein will be superseded by the description of the Mortgage Loans contained in the Final Prospectus and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets; and (vii) on and after the date hereof, the Underwriter shall not deliver or authorize the delivery of any Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials relating to the Securities (whether in written, electronic or other format) to any potential investor unless such potential investor has received a Final Prospectus prior to or at the same time as the delivery of such Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials. Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Computational Materials, Collateral Term Sheets or ABS Term Sheets with respect to the Securities included or will include any untrue statement resulting directly from any Collateral Error (except any Corrected Collateral Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Collateral Error or materials superseding or correcting such Corrected Collateral Error). (c) The Underwriter acknowledges and agrees that the Company has not authorized and will not authorize the distribution of any Computational Materials, Collateral Term Sheets or ABS Term Sheets with respect to the Securities to any prospective investor, and agrees that any such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets furnished to prospective investors shall include a disclaimer in the form set forth in paragraph (b)(v) above. The Underwriter agrees that it will not represent to potential investors that any Computational Materials, Collateral Term Sheets and/or ABS Term Sheets with respect to the Securities were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, it shall be necessary to amend or supplement the Final Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials, Collateral Term Sheets or ABS Term Sheets provided by the Underwriter pursuant to or as contemplated by this Section 10 or the omission to state therein a material fact required, when considered in conjunction with the Final Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the Final Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the Act or the rules thereunder, the Underwriter, at its expense, 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 which will effect such compliance. The Underwriter represents and warrants to the Company, as of the date 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, when read in conjunction with the Final Prospectus, 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 Final Prospectus, 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) such filing is not required under the Act. (e) The Underwriter (at its own expense) further agree to provide to the Company any accountants' letters obtained relating to the Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, which accountants' letters shall be addressed to the Company or shall state that the Company may rely thereon; provided, however, that the Underwriter -------- ------- shall have no obligation to procure such letter.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company five CCMS two (2) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CCMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CCMS and one (1) copy of such materials to CCMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for CCMS on behalf of the Company CCMS at the address specified in Section 13 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.2:00 p.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission (the "Staff") to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Staff of the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission Staff to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials ABS Term Sheets, electronic format suitable for filing (or able to counsel be readily converted to a format suitable for filing) with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx LettersLetters ") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Letters, the "No-No Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation ICxxxxxxtiox X, XxxxxxXxdder, Peabody & Co. IncorporatedIncorpoxxxxx, and Xxxxxx Kidder Structured Asset Corporation Corpxxxxxxn and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term SheetsXxxx Xheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action LettersXxxxxrs"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "“Computational Materials" ” within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”) or (ii) "“ABS Term Sheets" ” within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the Xxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company. (b) The Underwriters represent and warrant to and agree with the Company, as of the date hereof and as of the Closing Date, that: (i) if an Underwriter has provided any Collateral Term Sheets to potential investors in the Securities prior to the date hereof and if the filing of such materials with the Commission is a condition of the relief granted in the PSA Letter, then in each such case such Underwriter delivered four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such materials were initially provided to a potential investor; (ii) the Computational Materials (either in original, aggregated or consolidated form), Collateral Term Sheets and ABS Term Sheets furnished to the Company pursuant to Section 10(a) or as contemplated in Section 10(b)(i) constitute all of the materials furnished to prospective investors by the Underwriters (whether in written, electronic or other format) prior to the time of delivery thereof to the Company with respect to the Securities in accordance with the No-Action Letters, and such Computational Materials, Collateral Term Sheets and ABS Term Sheets comply with the requirements of the No-Action Letters; (iii) except as resulting directly from any Collateral Error, on the respective dates any such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets with respect to the Securities were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to this Section 10 and on the Closing Date, such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Final Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) all Computational Materials, Collateral Term Sheets and ABS Term Sheets contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such Computational Materials, Collateral Term Sheets or ABS Term Sheets, is not responsible for the accuracy thereof and has not authorized the dissemination thereof; (v) all Collateral Term Sheets with respect to the Securities furnished to potential investors contained and will contain a legend, prominently displayed on the first page thereof, indicating that the information contained therein will be superseded by the description of the Mortgage Loans contained in the Final Prospectus and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets; and (vi) on and after the date hereof, the Underwriters shall not deliver or authorize the delivery of any Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials relating to the Securities (whether in written, electronic or other format) to any potential investor unless such potential investor has received a Final Prospectus prior to or at the same time as the delivery of such Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials, Collateral Term Sheets or ABS Term Sheets included or will include any untrue statement resulting directly from any Collateral Error (except any Corrected Collateral Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Collateral Error or materials superseding or correcting such Collateral Error). (c) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials, Collateral Term Sheets or ABS Term Sheets to any prospective investor, and agree that any Computational Materials, Collateral Term Sheets or ABS Term Sheets with respect to the Securities furnished to prospective investors shall include a disclaimer in the form set forth in paragraph (b)(v) above. The Underwriters agree that they will not represent to investors that any Computational Materials, Collateral Term Sheets and/or ABS Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, it shall be necessary to amend or supplement the Final Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials, Collateral Term Sheets or ABS Term Sheets provided by the Underwriters pursuant to this Section 10 or the omission to state therein a material fact required, when considered in conjunction with the Final Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the Final Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the Act or the rules thereunder, the Underwriters, at their expense, 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 which will effect such compliance. The Underwriters represent and warrant to the Company, as of the date 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, when read in conjunction with the Final Prospectus, 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 Final Prospectus, 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 Underwriters to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act. (e) Each Underwriter (at its own expense) further agrees to provide to the Company any accountants’ letters obtained relating to the Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, which accountants’ letters shall be addressed to the Company or shall state that the Company may rely thereon; provided that the Underwriters shall have no obligation to procure such letter.

Computational Materials and ABS Term Sheets. (a) Not later Each Underwriter ------------------------------------------- agrees to provide to the Seller, not less than 10:30 a.m.two Business Days prior to the date on which the Seller is required to file the Prospectus Supplement pursuant to Rule 424(b), New York City time, on a date no later than four business days before delivery any information used by it (in such written or electronic format as required by the Seller) with respect to the offering of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) Notes that constitutes "Computational Materials," within as defined in the meaning of the noCommission's No-action letter Action ----------------------- Letter, dated May 20, 1994 issued by the Division of Corporation Finance of the Commission 1994, addressed to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, Incorporated and Xxxxxx Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the no-action letter Commission's response to the request of the Public Securities Association dated May 27, 1994 issued (the "Xxxxxx/PSA Letter")), that is not contained in the Prospectus ----------------- (without taking into account information incorporated therein by reference). (b) Each Underwriter agrees to provide to the Seller, not less than two Business Days prior to the date on which the Seller is required to file the Prospectus Supplement pursuant to Rule 424(b), any information used by it (in such written or electronic format as required by the Division of Corporation Finance Seller) with respect to the offering of the Commission Notes that constitutes "ABS Term Sheets," as --------------- defined in the Commission's No-Action Letter, dated February 17, 1995, addressed to the Public Securities Association Association, that is not contained in the Prospectus (togetherwithout taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the "Xxxxxx Letters") or (ii) "ABS Term Sheets" Seller is accurate and complete in all material respects, to indemnify and hold harmless the Seller, each of the officers and directors of the Seller and each Person who controls the Seller within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance Section 15 of the Commission Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Public Securities Association Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters")Computational Materials or ABS Term Sheets, if any, provided by such Underwriter, or arise out of or are based upon the filing omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such materials indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of each Underwriter under this Section 9(c) shall be in addition to any liability that such Underwriter may otherwise have. (d) The Seller shall file with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Computational Materials or ABS Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) belowany, five complete copies of such Collateral Term Sheets shall be delivered provided by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or Materials or ABS Term Sheets are required to be filed pursuant to the Company pursuant to this paragraph (aapplicable No-Action Letters. The procedures set forth in Sections 7(c) and 7(d) shall be effected by delivering four copies of such materials equally applicable to counsel for this Section 9(c). Notwithstanding anything in this Section 9, each Underwriter represents and warrants that it has not used any Computational Materials or ABS Term Sheets in connection with the Company on behalf offering of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyNotes.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company five CMLTI two (2) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational MaterialsCOMPUTATIONAL MATERIALS" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorxxxxxxd, and Xxxxxx xxx Xxdder Structured Asset Corporation and the Corpoxxxxxx axx xxx no-action letter dated May 27Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx LettersKIDDER/PSA LETTERS") or (ii) "ABS Term SheetsTERM SHEETS" within the meaning of the noxxx xx-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the Xxxxxx Kidder/PSA Letters, the "NoNO-Action LettersACTION LETTERS"), if the filing of such materials mxxxxxxls with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term SheetsCOLLATERAL TERM SHEETS" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CMLTI as contemplated by Section 10(b)(iSECTION 9(B)(I) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph PARAGRAPH (aA) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CMLTI and one (1) copy of such materials to CMLTI. Each delivery of ABS Term Sheets pursuant to this PARAGRAPH (A) shall be effected by delivering such materials to counsel for CMLTI on behalf of the Company CMLTI at the address specified in Section 13 SECTION 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.The parties acknowledge that, New York City time, on a date no later than four business days before delivery of the Final Prospectus subsequent to the Underwritersdate on which the Registration Statement became effective and up to and including the date on which the Prospectus with respect to the offered Notes is first made available to the Underwriter[s], the Underwriters shall deliver Underwriter[s], including any member of its selling group, may furnish to the Company five complete copies of all materials provided by the Underwriters to prospective various potential investors in the Securities which constitute either Notes, in writing: (i) "Computational MaterialsCOMPUTATIONAL MATERIALS," within the meaning of the as defined in a no-action letter dated (the "XXXXXX NO-ACTION LETTER") issued by the staff of the Commission on May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxxet al., Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the as modified by a no-action letter dated (the "FIRST PSA NO-ACTION LETTER") issued by the staff of the Commission on May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA") and as further modified by a no-action letter (the "SECOND PSA LetterNO-ACTION LETTER," and together with the Xxxxxx LettersNo-Action Letter and the First PSA No-Action Letter, the "NO-ACTION LETTERS") issued by the staff of the Commission on February 17, 1995 to the PSA; (ii) "STRUCTURAL TERM Sheets," as defined in the Second PSA No-Action LettersLetter and/or (iii) ")COLLATERAL TERM SHEETS," as defined in the Second PSA No-Action Letter. (b) In connection with the Notes, if [each/the ]Underwriter shall furnish to the Company, at least one business day prior to the time of filing of the Prospectus pursuant to Rule 424 under the 1933 Act, all Computational Materials used by such materials Underwriter, or any member of its selling group, and required to be filed with the Commission is a condition in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such letters. Computational Materials, the "FURNISHED COMPUTATIONAL MATERIALS"). (c) In connection with the case Notes, [each/the] Underwriter shall furnish to the Company, at least one business day prior to the time of filing of the Prospectus pursuant to Rule 424 under the 1933 Act, all Structural Term Sheets used by such Underwriter, or any member of its selling group, and required to be filed with the Commission in order for such materials that constitute Underwriter to avail itself of the relief granted in the No-Action Letters (such Structural Term Sheets, the "FURNISHED STRUCTURAL TERM SHEETS"). (d) In connection with the Notes, [each/the] Underwriter shall furnish to the Company, within one business day after the first use thereof, all Collateral Term Sheets used by such Underwriter, or any member of its selling group, and required to be filed with the Commission in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such Collateral Term Sheets, the "FURNISHED COLLATERAL TERM SHEETS" within and together with the meaning of Furnished Structural Term Sheets, the PSA Letter, if such Collateral Term Sheets have not previously been delivered to "FURNISHED TERM Sheets") and shall advise the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which each such Collateral Term Sheets were initially provided Sheet was first used. (e) The Company shall cause to a potential investor. Each delivery of be filed with the Commission one or more current reports on Form 8-K (collectively, together with any amendments and supplements thereto, the "8-KS," and each an "8-K") with respect to all Furnished Computational Materials, Structural Term Sheets and Collateral Term Sheets and/or used by an Underwriter or any member of its selling group such that such Underwriter may avail itself of the relief granted in the No-Action Letters. In particular, the Company shall cause to be filed with the Commission (i) all of the Furnished Computational Materials and all of the Furnished Structural Term Sheets on an 8-K prior to or concurrently with the filing of the final Prospectus with respect to the Notes pursuant to Rule 424 under the 1933 Act; and (ii) all of its Furnished Collateral Term Sheets on an 8-K not later than two business days after the first use thereof. (f) [Each/The] Underwriter represents and warrants to, and covenants with, the Company that as presented in any Furnished Term Sheets, the Underwriter Information (defined below) is not misleading and not inaccurate in any material respect and that any Pool Information (defined below) contained in any Furnished Term Sheets prepared by it which is not otherwise inaccurate in any material respect is not presented in such Furnished Term Sheets prepared by it in a way that is either misleading or inaccurate in any material respect. [The/Each] Underwriter further covenants with the Company that if any Computational Materials or ABS Term Sheets (as such term is defined in the Second PSA No-Action Letter) contained in any Furnished Term Sheets are found to include any information that is misleading or inaccurate in any material respect, such Underwriter promptly shall inform the Company of such finding and provide the Company with revised and/or corrected Computational Materials or ABS Term Sheets, as the case may be and the Company shall cause to be delivered for filing to the Company pursuant to this paragraph Commission in accordance herewith, an 8-K containing such revised and/or corrected Computational Materials or ABS Term Sheets, as the case may be. (ag) [Each/The] Underwriter covenants that all Computational Materials and ABS Term Sheets used by it shall contain the following legend: "THIS INFORMATION IS FURNISHED TO YOU SOLELY BY PAINEWEBBER INCORPORATE AND ___________________ AS UNDERWRITERS FOR THE ___________ HOME LOAN OWNER TRUST 199_-_ AND NOT BY _________ HOME LOAN OWNER TRUST 199_-_ NOR ANY OF ITS AFFILIATES." (h) [The/Each] Underwriter covenants that all Collateral Term Sheets used by it shall contain the following additional legend: "THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE LOANS CONTAINED IN THE PROSPECTUS SUPPLEMENT." (i) [The/Each] Underwriter covenants that all Collateral Term Sheets (other than the initial Collateral Term Sheet) shall contain the following additional legend: "THE INFORMATION CONTAINED HEREIN SUPERSEDES THE INFORMATION IN ALL PRIOR COLLATERAL TERM SHEETS, IF ANY." (i) Notwithstanding the foregoing, subsection 9(g) will be effected satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form approved by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company. (j) For purposes of this Agreement, the term "UNDERWRITER Information" means such portion, if any, of the information contained in any Furnished Term Sheets that is not Pool Information or Prospectus Information; provided, however, that information contained in Furnished Term Sheets that is not Pool Information or Prospectus Information shall not constitute Underwriter Information to the extent such information is inaccurate or misleading in any material respect directly as a result of it being based on Pool Information or Prospectus Information that is inaccurate or misleading in any material respect. "POOL INFORMATION" means the information furnished to the Underwriter[s] by the Company regarding the Loans and "PROSPECTUS INFORMATION" means the information contained in (but not incorporated by reference in) any Prospectus, provided, however, that if any information that would otherwise constitute Pool Information or Prospectus Information is presented in any Furnished Term Sheets in a way that is either inaccurate or misleading in any material respect, such information shall not be Pool Information or Prospectus Information.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company SBMS five (5) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKiddxx, Xxxxxxx Acceptance Xxabxxx Xxxeptance Corporation I, XxxxxxKiddxx, Peabody Xxabxxx & Co. Xo. Incorporated, and Xxxxxx Structured Kiddxx Xxxuctured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kiddxx/XXX Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the Xxxxxx Kiddxx/XXX Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four (4) copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof SBMS and one copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of SBMS at the Companyaddress specified in Section 16 hereof in a format that will permit such materials to be promptly filed electronically with the Commission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "“Computational Materials" ” within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKxxxxx, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKxxxxx, Peabody Pxxxxxx & Co. Incorporated, and Xxxxxx Kxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx “Kxxxxx Letters"”) or (ii) "“ABS Term Sheets" ” within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the Xxxxxx Kxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company. (b) Each Underwriter, severally and not jointly, represents and warrants to and agrees with the Company, as of the date hereof and as of the Closing Date, that: (i) if such Underwriter has provided any Collateral Term Sheets to potential investors in the Securities prior to the date hereof and if the filing of such materials with the Commission is a condition of the relief granted in the PSA Letter, then in each such case such Underwriter delivered four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such materials were initially provided to a potential investor; (ii) the Computational Materials (either in original, aggregated or consolidated form), Collateral Term Sheets and ABS Term Sheets furnished to the Company pursuant to Section 10(a) or as contemplated in Section 10(b)(i) constitute all of the materials furnished to prospective investors by such Underwriter (whether in written, electronic or other format) prior to the time of delivery thereof to the Company with respect to the Securities in accordance with the No-Action Letters, and such Computational Materials, Collateral Term Sheets and ABS Term Sheets comply with the requirements of the No-Action Letters; (iii) except as resulting directly from any Collateral Error, on the respective dates any such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets with respect to the Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to this Section 10 and on the Closing Date, such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Final Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) all Computational Materials, Collateral Term Sheets and ABS Term Sheets prepared by such Underwriter contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such Computational Materials, Collateral Term Sheets or ABS Term Sheets, is not responsible for the accuracy thereof and has not authorized the dissemination thereof; (v) all Collateral Term Sheets with respect to the Securities furnished to potential investors by such Underwriter contained and will contain a legend, prominently displayed on the first page thereof, indicating that the information contained therein will be superseded by the description of the Mortgage Loans contained in the Final Prospectus and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets; and (vi) on and after the date hereof, such Underwriter shall not deliver or authorize the delivery of any Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials relating to the Securities (whether in written, electronic or other format) to any potential investor unless such potential investor has received a Final Prospectus prior to or at the same time as the delivery of such Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials, provided, however, that any Underwriter may deliver or authorize the delivery to any prospective investor copies of any Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials theretofore filed with the Commission prior to the delivery of a Final Prospectus to such investor. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials, Collateral Term Sheets or ABS Term Sheets included or will include any untrue statement resulting directly from any Collateral Error (except any Corrected Collateral Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Collateral Error or materials superseding or correcting such Collateral Error). (c) Each Underwriter acknowledges and agrees that the Company has not authorized and will not authorize the distribution of any Computational Materials, Collateral Term Sheets or ABS Term Sheets to any prospective investor, and agree that any Computational Materials, Collateral Term Sheets or ABS Term Sheets with respect to the Securities furnished to prospective investors shall include a disclaimer in the form set forth in paragraph (b)(v) above. Each Underwriter agrees that they will not represent to investors that any Computational Materials, Collateral Term Sheets and/or ABS Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, it shall be necessary to amend or supplement the Final Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials, Collateral Term Sheets or ABS Term Sheets provided by the Underwriters pursuant to this Section 10 or the omission to state therein a material fact required, when considered in conjunction with the Final Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the Final Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the Act or the rules thereunder, the Underwriters, at their expense, 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 which will effect such compliance. Each Underwriter, severally and not jointly, represents and warrants to the Company, as of the date 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, when read in conjunction with the Final Prospectus, 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 Final Prospectus, 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 Underwriters to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act. (e) Each Underwriter (at its own expense) further agrees to provide to the Company any accountants’ letters obtained relating to the Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, which accountants’ letters shall be addressed to the Company or shall state that the Company may rely thereon; provided that the Underwriters shall have no obligation to procure such letter.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company five SBMS two (2) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidxxx, Xxxxxxx Acceptance Xeaxxxx Xxceptance Corporation I, XxxxxxKidxxx, Peabody Xeaxxxx & Co. Incorporated, and Xxxxxx Structured Kidxxx Xxructured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidxxx/XXA Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the Xxxxxx Kidxxx/XXA Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company SBMS and one (1) copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of the Company SBMS at the address specified in Section 13 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.Lehman Brothers acxxxxxxdges that, New York City time, on a date no later than four business days before delivery of the Final Prospectus subsequent to the Underwritersdate on which the Registration Statement became effective and up to and including the date on which the Prospectus Supplement and Prospectus with respect to a Series of Certificates is first made available to Lehman Brothers, the Underwriters shall deliver Lxxxxx Brothers max xxxxish to the Company five complete copies of all materials provided by the Underwriters to prospective various potential investors in the Securities which constitute either such Series of Certificates, in writing: (i) "Computational Materials" within the meaning of the ", as defined in a no-action letter dated (the "Kidder No-Action Lxxxxx") issued by the staff of the Commission on May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Acceptance Corporation Peabody Acxxxxxxce Xxxxxxation I, Xxxxxxet al., Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the as modified by a no-action letter dated (the "First PSA No-Action Letter") issued by the staff of the Commission on May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA") and as further modified by a no-action letter (the "Second PSA No-Action Letter" ", and together with the Xxxxxx LettersKidder No-Action Lxxxxx and the First PSA No-Action Letter, the "No-Action Letters"), if ) issued by the filing staff of such materials with the Commission is a condition of on February 17, 1995 to the relief granted PSA; (ii) "Structural Term Sheets" as defined in such letters. In the case of any such materials that constitute Second PSA No-Action Letter; and/or (iii) "Collateral Term Sheets" within as defined in the meaning of the Second PSA No-Action Letter. AAFS covenants and agrees that it will not prepare any Computational Materials, if such Structural Term Sheets or Collateral Term Sheets have not previously been delivered to in connection with the Company as contemplated by Section 10(b)(i) below, five complete copies offering of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Certificates pursuant to this paragraph (a) shall be effected by delivering four copies Underwriting Agreement except as provided for in the Terms Agreement which relates to an offering of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCertificates.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "“Computational Materials" ” within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”) or (ii) "“ABS Term Sheets" ” within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the Xxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company. (b) The Underwriters represent and warrant to and agree with the Company, as of the date hereof and as of the Closing Date, that: (i) if an Underwriter has provided any Collateral Term Sheets to potential investors in the Securities prior to the date hereof and if the filing of such materials with the Commission is a condition of the relief granted in the PSA Letter, then in each such case such Underwriter delivered four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such materials were initially provided to a potential investor; (ii) the Computational Materials (either in original, aggregated or consolidated form), Collateral Term Sheets and ABS Term Sheets furnished to the Company pursuant to Section 10(a) or as contemplated in Section 10(b)(i) constitute all of the materials furnished to prospective investors by the Underwriters (whether in written, electronic or other format) prior to the time of delivery thereof to the Company with respect to the Securities in accordance with the No-Action Letters, and such Computational Materials, Collateral Term Sheets and ABS Term Sheets comply with the requirements of the No-Action Letters; (iii) except as resulting directly from any Collateral Error, on the respective dates any such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets with respect to the Securities were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to this Section 10 and on the Closing Date, such Computational Materials, Collateral Term Sheets and/or ABS 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; (iv) all Computational Materials, Collateral Term Sheets and ABS Term Sheets contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such Computational Materials, Collateral Term Sheets or ABS Term Sheets, is not responsible for the accuracy thereof and has not authorized the dissemination thereof; (v) all Collateral Term Sheets with respect to the Securities furnished to potential investors contained and will contain a legend, prominently displayed on the first page thereof, indicating that the information contained therein will be superseded by the description of the Mortgage Loans contained in the Prospectus and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets; and (vi) on and after the date hereof, the Underwriters shall not deliver or authorize the delivery of any Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials relating to the Securities (whether in written, electronic or other format) to any potential investor unless such potential investor has received a Prospectus prior to or at the same time as the delivery of such Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials, Collateral Term Sheets or ABS Term Sheets included or will include any untrue statement resulting directly from any Collateral Error (except any Corrected Collateral Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Collateral Error or materials superseding or correcting such Collateral Error). (c) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials, Collateral Term Sheets or ABS Term Sheets to any prospective investor, and agree that any Computational Materials, Collateral Term Sheets or ABS Term Sheets with respect to the Securities furnished to prospective investors shall include a disclaimer in the form set forth in paragraph (b)(v) above. The Underwriters agree that they will not represent to investors that any Computational Materials, Collateral Term Sheets and/or ABS Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, it shall be necessary to amend or supplement the Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials, Collateral Term Sheets or ABS Term Sheets provided by the Underwriters pursuant to this Section 10 or the omission to state therein a material fact required, when considered in conjunction with the Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the Act or the rules thereunder, the Underwriters, at their expense, 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 which will effect such compliance. The Underwriters represent and warrant to the Company, as of the date 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, 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. 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, 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 Underwriters to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act. (e) Each Underwriter (at its own expense) further agrees to provide to the Company any accountants’ letters obtained relating to the Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, which accountants’ letters shall be addressed to the Company or shall state that the Company may rely thereon; provided that the Underwriters shall have no obligation to procure such letter.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKxxxxx, Xxxxxxx Pxxxxxx Acceptance Corporation I, XxxxxxKxxxxx, Peabody & Co. Incorporated, and Xxxxxx Kxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company five CCMS two (2) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CCMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CCMS and one (1) copy of such materials to CCMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for CCMS on behalf of the Company CCMS at the address specified in Section 13 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.3:00 p.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company MCFI five (5) complete copies of all materials provided by the Underwriters to prospective investors in the Securities Registered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" ", and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company MCFI as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company MCFI pursuant to this paragraph (a) shall be effected by delivering four (4) copies of such materials to counsel for the Company MCFI on behalf of the Company MCFI at the address specified in Section 13 16 hereof and one copy of such materials to the CompanyMCFI.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters Underwriter shall deliver to the Company MCFI five (5) complete copies of all materials provided by the Underwriters Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" ", and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company MCFI as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four (4) copies of such materials to counsel for the Company MCFI on behalf of the Company MCFI at the address specified in Section 13 17 hereof and one copy of such materials to MCFI. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for MCFI on behalf of MCFI at the Companyaddress specified in Section 17 hereof in a format that will permit such materials to be promptly filed electronically with the Commission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncoxxxxxxed, and Xxxxxx xxx Xidder Structured Asset Corporation Corpxxxxxxn and the no-action letter dated May Xxx 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the noxx-action xxxion letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials matexxxxx with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company SBMS five (5) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action noaction letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" ", and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four (4) copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof SBMS and one copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of SBMS at the Companyaddress specified in Section 17 hereof in a format that will permit such materials to be promptly filed electronically with the Commission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.The parties acknowledge that, New York City time, on a date no later than four business days before delivery of the Final Prospectus subsequent to the Underwritersdate on which the Registration Statement became effective and up to and including the date on which the Prospectus with respect to the offered Notes is first made available to the Underwriter[s], the Underwriters shall deliver Underwriter[s], including any member of its selling group, may furnish to the Company five complete copies of all materials provided by the Underwriters to prospective various potential investors in the Securities which constitute either Notes, in writing: (i) "“Computational Materials" within the meaning of the ,” as defined in a no-action letter dated (the “Xxxxxx No-Action Letter”) issued by the staff of the Commission on May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxxet al., Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the as modified by a no-action letter dated (the “First PSA No-Action Letter”) issued by the staff of the Commission on May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA”) and as further modified by a no-action letter (the “Second PSA No-Action Letter" ,” and together with the Xxxxxx LettersNo-Action Letter and the First PSA No-Action Letter, the "“No-Action Letters")”) issued by the staff of the Commission on February 17, if 1995 to the PSA; (ii) “Structural Term Sheets,” as defined in the Second PSA No-Action Letter and/or (iii) “Collateral Term Sheets,” as defined in the Second PSA No-Action Letter. (b) In connection with the Offered Notes, [each/the ]Underwriter shall furnish to the Company, at least one business day prior to the time of filing of the Prospectus pursuant to Rule 424 under the 1933 Act, all Computational Materials used by such materials Underwriter, or any member of its selling group, and required to be filed with the Commission is a condition in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such letters. Computational Materials, the “Furnished Computational Materials”). (c) In connection with the case Offered Notes, [each/the] Underwriter shall furnish to the Company, at least one business day prior to the time of filing of the Prospectus pursuant to Rule 424 under the 1933 Act, all Structural Term Sheets used by such Underwriter, or any member of its selling group, and required to be filed with the Commission in order for such materials that constitute "Underwriter to avail itself of the relief granted in the No-Action Letters (such Structural Term Sheets, the “Furnished Structural Term Sheets”). (d) In connection with the Offered Notes, [each/the] Underwriter shall furnish to the Company, within one business day after the first use thereof, all Collateral Term Sheets used by such Underwriter, or any member of its selling group, and required to be filed with the Commission in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such Collateral Term Sheets" within , the meaning of the PSA Letter, if such “Furnished Collateral Term Sheets have not previously been delivered to Sheets” and together with the Furnished Structural Term Sheets, the “Furnished Term Sheets”) and shall advise the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which each such Collateral Term Sheet was first used. (e) The Company shall cause to be filed with the Commission one or more current reports on Form 8-K (collectively, together with any amendments and supplements thereto, the “8-Ks,” and each an “8-K”) with respect to all Furnished Computational Materials and Furnished Term Sheets were initially provided used by an Underwriter or any member of its selling group such that such Underwriter may avail itself of the relief granted in the No-Action Letters. In particular, the Company shall cause to a potential investor. Each delivery be filed with the Commission (i) all of the Furnished Computational Materials, Materials and all of the Furnished Structural Term Sheets on an 8-K prior to or concurrently with the filing of the final Prospectus with respect to the Notes pursuant to Rule 424 under the 1933 Act; and (ii) all of its Furnished Collateral Term Sheets and/or on an 8-K not later than two business days after the first use thereof. (f) [Each/The] Underwriter represents and warrants to, and covenants with, the Company that as presented in any Furnished Term Sheets, the Underwriter Information (defined below) is not misleading and not inaccurate in any material respect and that any Pool Information (defined below) contained in any Furnished Term Sheets prepared by it which is not otherwise inaccurate in any material respect is not presented in such Furnished Term Sheets prepared by it in a way that is either misleading or inaccurate in any material respect. [The/Each] Underwriter further covenants with the Company that if any Computational Materials or ABS Term Sheets (as such term is defined in the Second PSA No-Action Letter) contained in any Furnished Term Sheets are found to include any information that is misleading or inaccurate in any material respect, such Underwriter promptly shall inform the Company of such finding and provide the Company with revised and/or corrected Computational Materials or ABS Term Sheets, as the case may be and the Company shall cause to be delivered for filing to the Company pursuant to this paragraph Commission in accordance herewith, an 8-K containing such revised and/or corrected Computational Materials or ABS Term Sheets, as the case may be. (ag) [Each/The] Underwriter covenants that all Computational Materials and ABS Term Sheets used by it shall contain the following legend: “THE INFORMATION INCLUDED HEREIN IS PRODUCED AND PROVIDED EXCLUSIVELY BY [UNDERWRITER] (“UNDERWRITER”) AS UNDERWRITER FOR THE [___________] TRUST 20__-_ AND NOT BY _______ OR AS AGENT FOR [____________] OR ANY OF ITS AFFILIATES (COLLECTIVELY, THE “TRANSFEROR”).” (h) [The/Each] Underwriter covenants that all Collateral Term Sheets used by it shall contain the following additional legend: “THE INFORMATION HEREIN IS PRELIMINARY AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.” (i) [The/Each] Underwriter covenants that all Collateral Term Sheets (other than the initial Collateral Term Sheet) shall contain the following additional legend: “THE INFORMATION CONTAINED HEREIN SUPERSEDES THE INFORMATION IN ALL PRIOR COLLATERAL TERM SHEETS, IF ANY.” (j) Notwithstanding the foregoing, subsection 8(g) will be effected satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form approved by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company. (k) For purposes of this Agreement, the term “Underwriter Information” means such portion, if any, of the information contained in any Furnished Term Sheets that is not Pool Information or Prospectus Information; provided, however, that information contained in Furnished Term Sheets that is not Pool Information or Prospectus Information (as those terms are defined below) shall not constitute Underwriter Information to the extent such information is inaccurate or misleading in any material respect directly as a result of it being based on Pool Information or Prospectus Information that is inaccurate or misleading in any material respect. “Pool Information” means the information furnished to the Underwriter[s] by the Company regarding the Loans and “Prospectus Information” means the information contained in (but not incorporated by reference in) any Prospectus, provided, however, that if any information that would otherwise constitute Pool Information or Prospectus Information is presented in any Furnished Term Sheets in a way that is either inaccurate or misleading in any material respect, such information shall not be Pool Information or Prospectus Information.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.2:00 p.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIxxxxxxratxx, and Xxxxxx xxd Kidder Structured Asset Corporation and Cxxxxxxtiox xxx the no-action letter dated May datex Xxx 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the nothx xx-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials maxxxxxxs with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials ABS Term Sheets, electronic format suitable for filing (or able to counsel be readily converted to a format suitable for filing) with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorpxxxxxx, and Xxxxxx xxx Xxxder Structured Asset Corporation Corporxxxxx and the no-action letter dated May 2700, 1994 0994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the nonx-action xxxxon letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials with materixxx xxth the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within Materials"within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Letters, the "No-No- Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.Goldman Sachs acknxxxxxxxs that, New York City time, on a date no later than four business days before delivery of the Final Prospectus subsequent to the Underwritersdate on which the Registration Statement became effective and up to and including the date on which the Prospectus Supplement and Prospectus with respect to a Series of Certificates is first made available to Goldman Sachs, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective Golxxxx Xxcxx xxy xxxxxxx xx xxrious potential investors in the Securities which constitute either such Series of Certificates, in writing: (i) "Computational Materials" within the meaning of the ", as defined in a no-action letter dated (the "Kidder No-Action Letter") issued by the staff of the Commission on May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Acceptance Corporation Peabody Acxxxxxxce Xxxxxxation I, Xxxxxxet al., Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the as modified by a no-action letter dated (the "First PSA No-Action Letter") issued by the staff of the Commission on May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA") and as further modified by a no-action letter (the "Second PSA No-Action Letter" ", and together with the Xxxxxx LettersKidder No-Action Lxxxxx and the First PSA No-Action Letter, the "No-Action Letters"), if ) issued by the filing staff of such materials with the Commission is a condition of on February 17, 1995 to the relief granted PSA; (ii) "Structural Term Sheets" as defined in such letters. In the case of any such materials that constitute Second PSA No-Action Letter; and/or (iii) "Collateral Term Sheets" within as defined in the meaning of the Second PSA No-Action Letter. AAI covenants and agrees that it will not prepare any Computational Materials, if such Structural Term Sheets or Collateral Term Sheets have not previously been delivered to in connection with the Company as contemplated by Section 10(b)(i) below, five complete copies offering of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Certificates pursuant to this paragraph (a) shall be effected by delivering four copies Underwriting Agreement except as provided for in the Terms Agreement which relates to an offering of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCertificates.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwritersUnderwriter, the Underwriters Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriters Underwriter to prospective investors in the Securities Notes which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 11 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorpxxxxxx, and Xxxxxx Kidder Structured Asset Corporation and the noCorporxxxxx anx xxx xo-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the nonx-action xxxxon letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials with materixxx xxth the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company and its counsel, as provided below, five complete copies of all materials provided by the Underwriters to prospective investors in the Offered Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorpxxxxxx, and Xxxxxx Kidder Structured Asset Corporation and the noCorporxxxxx anx xxx xo-action letter dated May 2700, 1994 0994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the nonx-action xxxxon letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials with materixxx xxth the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company five CCMSI two (2) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CCMSI as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CCMSI and one (1) copy of such materials to CCMSI. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for CCMSI on behalf of the Company CCMSI at the address specified in Section 13 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) 1. Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company five CCMS two (2) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CCMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CCMS and one (1) copy of such materials to CCMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for CCMS on behalf of the Company CCMS at the address specified in Section 13 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company five SBMS two (2) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorxxxxxxd, and Xxxxxx xxx Xxdder Structured Asset Corporation and the Corpoxxxxxx axx xxx no-action letter dated May 27Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the noxxx xx-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the Xxxxxx Kidder/PSA Letters, the "No-Action Letters"), if the filing of such materials mxxxxxxls with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company SBMS and one (1) copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of the Company SBMS at the address specified in Section 13 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.The parties acknowledge that, New York City time, subsequent to the date on a which the Registration Statement became effective and up to and including the date no later than four business days before delivery of on which the Final Prospectus with respect to the Offered Certificates is first made available to the Underwriters, the Underwriters shall deliver Underwriters, including any member of its selling group, may furnish to the Company five complete copies of all materials provided by the Underwriters to prospective various potential investors in the Securities which constitute either Offered Certificates, in writing: (i) "“Computational Materials" within the meaning of the ,” as defined in a no-action letter dated (the “Xxxxxx No-Action Letter”) issued by the staff of the Commission on May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxxet al., Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the as modified by a no-action letter dated (the “First PSA No-Action Letter”) issued by the staff of the Commission on May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA”) and as further modified by a no-action letter (the “Second PSA No-Action Letter" ,” and together with the Xxxxxx LettersNo-Action Letter and the First PSA No-Action Letter, the "“No-Action Letters")”) issued by the staff of the Commission on February 17, if 1995 to the PSA; (ii) “Structural Term Sheets,” as defined in the Second PSA No- Action Letter and/or (iii) “Collateral Term Sheets,” as defined in the Second PSA No-Action Letter. (b) In connection with the Offered Certificates, each Underwriter shall furnish to the Company, at least one business day prior to the time of filing of the Prospectus pursuant to Rule 424 under the 1933 Act, all Computational Materials used by such materials Underwriter, or any member of its selling group, and required to be filed with the Commission is a condition in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such letters. Computational Materials, the “Furnished Computational Materials”). (c) In connection with the case Offered Certificates, each Underwriter shall furnish to the Company, at least one business day prior to the time of filing of the Prospectus pursuant to Rule 424 under the 1933 Act, all Structural Term Sheets used by such Underwriter, or any member of its selling group, and required to be filed with the Commission in order for such materials that constitute "Underwriter to avail itself of the relief granted in the No-Action Letters (such Structural Term Sheets, the “Furnished Structural Term Sheets”). (d) In connection with the Offered Certificates, each Underwriter shall furnish to the Company, within one business day after the first use thereof, all Collateral Term Sheets used by such Underwriter, or any member of its selling group, and required to be filed with the Commission in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such Collateral Term Sheets" within , the meaning of the PSA Letter, if such “Furnished Collateral Term Sheets have not previously been delivered to Sheets” and together with the Furnished Structural Term Sheets, the “Furnished Term Sheets”) and shall advise the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which each such Collateral Term Sheet was first used. (e) The Company shall cause to be filed with the Commission one or more current reports on Form 8-K (collectively, together with any amendments and supplements thereto, the “8-Ks,” and each an “8-K”) with respect to all Furnished Computational Materials and Furnished Term Sheets were initially provided used by an Underwriter or any member of its selling group such that such Underwriter may avail itself of the relief granted in the No-Action Letters. In particular, the Company shall cause to a potential investor. Each delivery be filed with the Commission (i) all of the Furnished Computational Materials, Materials and all of the Furnished Structural Term Sheets on an 8-K prior to or concurrently with the filing of the final Prospectus with respect to the Certificates pursuant to Rule 424 under the 1933 Act; and (ii) all of its Furnished Collateral Term Sheets and/or on an 8-K not later than two business days after the first use thereof. (f) Each Underwriter represents and warrants to, and covenants with, the Company that as presented in any Furnished Term Sheets, the Underwriter Information (defined below) is not misleading and not inaccurate in any material respect and that any Pool Information (defined below) contained in any Furnished Term Sheets prepared by it which is not otherwise inaccurate in any material respect is not presented in such Furnished Term Sheets prepared by it in a way that is either misleading or inaccurate in any material respect. Each Underwriter further covenants with the Company that if any Computational Materials or ABS Term Sheets (as such term is defined in the Second PSA No-Action Letter) contained in any Furnished Term Sheets are found to include any information that is misleading or inaccurate in any material respect, such Underwriter promptly shall inform the Company of such finding and provide the Company with revised and/or corrected Computational Materials or ABS Term Sheets, as the case may be and the Company shall cause to be delivered for filing to the Company pursuant to this paragraph Commission in accordance herewith, an 8-K containing such revised and/or corrected Computational Materials or ABS Term Sheets, as the case may be. (ag) Each Underwriter covenants that all Computational Materials and ABS Term Sheets used by it shall contain the following legend: “THE INFORMATION INCLUDED HEREIN IS PRODUCED AND PROVIDED EXCLUSIVELY BY [UNDERWRITER] (“UNDERWRITER”) AS UNDERWRITER FOR THE [_] TRUST 20[__]-[_], AND NOT BY OR AS AGENT FOR [_] OR ANY OF ITS AFFILIATES (COLLECTIVELY, THE “TRANSFEROR”).” (h) Each Underwriter covenants that all Collateral Term Sheets used by it shall contain the following additional legend: “THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.” (i) Each Underwriter covenants that all Collateral Term Sheets (other than the initial Collateral Term Sheet) shall contain the following additional legend: “THE INFORMATION CONTAINED HEREIN SUPERSEDES THE INFORMATION IN ALL PRIOR COLLATERAL TERM SHEETS, IF ANY.” (j) Notwithstanding the foregoing, subsection 8(g) will be effected satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form approved by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company. (k) For purposes of this Agreement, the term “Underwriter Information” means such portion, if any, of the information contained in any Furnished Term Sheets that is not Pool Information or Prospectus Information (as those terms are defined below); provided, however, that information contained in Furnished Term Sheets that is not Pool Information or Prospectus Information shall not constitute Underwriter Information to the extent such information is inaccurate or misleading in any material respect directly as a result of it being based on Pool Information or Prospectus Information that is inaccurate or misleading in any material respect. “Pool Information” means the information furnished to the Underwriters by the Company regarding the [_] and “Prospectus Information” means the information contained in (but not incorporated by reference in) any Prospectus, provided, however, that if any information that would otherwise constitute Pool Information or Prospectus Information is presented in any Furnished Term Sheets in a way that is either inaccurate or misleading in any material respect, such information shall not be Pool Information or Prospectus Information.

Computational Materials and ABS Term Sheets. ABN AMRO Underwriting Agreement (a) Not later than 10:30 a.m.UBS acknowledges that, New York City time, on a date no later than four business days before delivery of the Final Prospectus subsequent to the Underwritersdate on which the Registration Statement became effective and up to and including the date on which the Prospectus Supplement and Prospectus with respect to a Series of Certificates is first made available to UBS, the Underwriters shall deliver UBS may furnish to the Company five complete copies of all materials provided by the Underwriters to prospective various potential investors in the Securities which constitute either such Series of Certificates, in writing: (i) "Computational Materials," within the meaning of the as defined in a no-action letter dated May 20, 1994 (the "Kidder No-Action Letter") issued by the Division of Corporation Finance staff of the Commission on Xxx 00, 1994 to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxxet al., Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and as modified by a xx-xxtion letter (the no"First PSA No-action letter dated Action Letter") issued by the staff of the Commission on May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA") and as further modified by a no-action letter (the "Second PSA No-Action Letter," and together with the Xxxxxx LettersKidder No-Action Letter and the First PSA No-Action Letter, the "Nx-Xxxxon Letters") issued by the staff of the Commission on February 17, 1995 to the PSA; (ii) "Structural Term Sheets" as defined in the Second PSA No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute Letter; and/or (iii) "Collateral Term Sheets" within as defined in the meaning of the Second PSA No-Action Letter. AAFS covenants and agrees that it will not prepare any Computational Materials, if such Structural Term Sheets or Collateral Term Sheets have not previously been delivered to in connection with the Company as contemplated by Section 10(b)(i) below, five complete copies offering of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Certificates pursuant to this paragraph (a) shall be effected by delivering four copies Underwriting Agreement except as provided for in the Terms Agreement which relates to an offering of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCertificates.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery In connection with the offering of the Final Prospectus to the UnderwritersSecuritization Bonds, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters each Underwriter may prepare and provide to prospective investors in the Securities which constitute either (i) items similar to computational materials ("Computational Materials" within the meaning of ") as defined in the no-action letter dated of May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Acceptance Corporation Peabody Acceptaxxx Xxrpxxxxxxx I, XxxxxxKidder, Peabody & Co. IncorporatedIncorporatxx xxx Kidder Structured Asset Corporatxxx, xs made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, as well as the PSA Letter referred to below (collectively, the "No-Action Letters"), and Xxxxxx Structured Asset Corporation and (ii) items similar to ABS term sheets ("ABS Term Sheets") as defined in the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" "), subject to the following conditions: (i) All Computational Materials and together ABS Terms Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Issuer shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Terms Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials and ABS Term Sheets referred to herein bear a legend in a form previously approved in writing by the Issuer. (ii) Such Underwriter shall provide to the Issuer, for approval by the Issuer, representative forms of all Computational Materials and ABS Term Sheets at least two business days prior to their first use. Such Underwriter shall provide to the Issuer, for filing on Form 8-K as provided in Section 5(m), copies (in such format as required by the Issuer) of all Computational Materials and ABS Term Sheets that are required to be filed with the Xxxxxx Letters, Commission pursuant to the "No-Action Letters"), if the filing of such materials with the Commission is a condition . The Underwriter may provide copies of the relief granted foregoing in a consolidated or aggregated form including all information required to be filed if filing in such lettersformat is permitted by the No-Action Letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral All Computational Materials and ABS Term Sheets have not previously been delivered described in this subsection (ii) must be provided to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no Issuer not later than 10:30 a.m., 10:00 a.m. New York City time, on time at least two business days before filing thereof is required pursuant to the first business day following terms of this Agreement. Such Underwriter shall not provide to any investor or prospective investor in the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Securitization Bonds any Computational Materials, Collateral Term Sheets and/or Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Company Issuer pursuant to this paragraph (aii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Issuer in accordance with this paragraph (ii) for filing pursuant to Section 5(m)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (iii) The Issuer shall not be effected obligated to file any Computational Materials or ABS Term Sheets that have been determined to contain any material error or omission, provided that, at the request of any Underwriter, the Issuer will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "SUPERSEDED BY MATERIALS DATED _________" and accompanied by delivering four corrected Computational Materials or ABS Term Sheets that are marked, "MATERIAL PREVIOUSLY DATED _________, AS CORRECTED." If, within the period during which a prospectus relating to the Securitization Bonds is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Issuer or such Underwriter, to contain a material error or omission, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Securitization Bonds, or actually purchased all or any portion thereof, and shall deliver copies of such materials corrected Computational Materials or ABS Term Sheets (marked "AS CORRECTED") to counsel the Issuer for filing with the Commission in a subsequent Form 8-K submission (subject to the Issuer's obtaining an accountant's comfort letter in respect of such corrected Computational Materials or ABS Term Sheets). (b) Each Underwriter shall be deemed to have represented, as of the Time of Purchase, that, except for Computational Materials and ABS Term Sheets provided to the Issuer pursuant to subsection (a) above and except for the Company on behalf Preliminary Prospectus, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Company at Securitization Bonds that is required to be filed with the address specified Commission in accordance with the No-Action Letters. (c) In the event of any delay in the delivery by any Underwriter to the Issuer of all Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (a) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(m), the Issuer shall have the right to delay the release of the Prospectus to investors or to any Underwriter, to delay the Time of Purchase and to take other appropriate actions, in each case set forth in Section 13 hereof 5(m), to file the Computational Materials and one copy of such materials ABS Term Sheets by the time specified therein. (d) Each Underwriter further represents and warrants that, if and to the Companyextent it has provided any prospective investors with any Computational Materials or ABS Term Sheets prior to the date hereof in connection with the offering of the Securitization Bonds, all of the conditions set forth in clause (a) of this Section 14 have been satisfied with respect thereto. (e) Each Underwriter severally agrees that it shall comply with all applicable laws and regulations in connection with the use of Computational Materials and ABS Term Sheets.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City Eastern time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities Offered Notes which constitute either (i) "“Computational Materials" ” within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”) or (ii) "“ABS Term Sheets" ” within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the Xxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i11(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City Eastern time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company at the address specified in Section 12 hereof. (b) The Underwriters represent and warrant to and agree with the Company, as of the date hereof and as of the Closing Date, that: (i) if the Underwriters have provided any Collateral Term Sheets to potential investors in the Offered Notes prior to the date hereof and if the filing of such materials with the Commission is a condition of the relief granted in the PSA Letter, then in each such case the Underwriters delivered four copies of such materials to counsel for the Company on behalf of the Company and one copy of such materials to the Company at the address specified in Section 12 hereof no later than 10:30 a.m., Eastern time, on the first business day following the date on which such materials were initially provided to a potential investor; (ii) the Computational Materials (either in original, aggregated or consolidated form), Collateral Term Sheets and ABS Term Sheets furnished to the Company pursuant to Section 11(a) or as contemplated in Section 11(b)(i) constitute all of the materials furnished to prospective investors by the Underwriters (whether in written, electronic or other format) prior to the time of delivery thereof to the Company with respect to the Offered Notes in accordance with the No-Action Letters, and such Computational Materials, Collateral Term Sheets and ABS Term Sheets comply with the requirements of the No-Action Letters; (iii) except as resulting directly from any Collateral Error, on the respective dates any such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets with respect to the Offered Notes were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to this Section 11 and on the Closing Date, such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Final Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) all Computational Materials, Collateral Term Sheets and ABS Term Sheets contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such Computational Materials, Collateral Term Sheets or ABS Term Sheets, is not responsible for the accuracy thereof and has not authorized the dissemination thereof; (v) all Collateral Term Sheets with respect to the Offered Notes furnished to potential investors contained and will contain a legend, prominently displayed on the first page thereof, indicating that the information contained therein will be superseded by the description of the Mortgage Loans contained in the Final Prospectus and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets; and (vi) on and after the date hereof, the Underwriters shall not deliver or authorize the delivery of any Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials relating to the Offered Notes (whether in written, electronic or other format) to any potential investor unless such potential investor has received a Final Prospectus prior to or at the same time as the delivery of such Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials, Collateral Term Sheets or ABS Term Sheets included or will include any untrue statement resulting directly from any Collateral Error (except any Corrected Collateral Error, with respect to materials prepared after the receipt by the Underwriters from the Company or the Servicer of notice of such Corrected Collateral Error or materials superseding or correcting such Corrected Collateral Error). (c) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials, Collateral Term Sheets or ABS Term Sheets to any prospective investor, and agree that any Computational Materials, Collateral Term Sheets or ABS Term Sheets with respect to the Offered Notes furnished to prospective investors shall include a disclaimer as contemplated in paragraph (b)(v) above. The Underwriters agree that they will not represent to investors that any Computational Materials, Collateral Term Sheets and/or ABS Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Notes is required to be delivered under the Act, it shall be necessary to amend or supplement the Final Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials, Collateral Term Sheets or ABS Term Sheets provided by the Underwriters pursuant to this Section 11 or the omission to state therein a material fact required, when considered in conjunction with the Final Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the Final Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the Act or the rules thereunder, the Underwriters, at their expense, 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 which will effect such compliance. The Underwriters represent and warrant to the Company, as of the date 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, when read in conjunction with the Final Prospectus, 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 Final Prospectus, 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 Underwriters to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act. (e) The Underwriters (at their own expense) further agree to provide to the Company any accountants’ letters obtained relating to the Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, which accountants’ letters shall be addressed to the Company or shall state that the Company may rely thereon; provided that the Underwriters shall have no obligation to procure such letter.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwritersUnderwriter, the Underwriters Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriters Underwriter to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKiddxx, Xxxxxxx Acceptance Xxabxxx Xxxeptance Corporation I, XxxxxxKiddxx, Peabody Xxabody & Co. Incorporated, and Xxxxxx Kiddxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx LettersKiddxx Xxxters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx LettersKiddxx Xxxters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 15 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not Other than information constituting Free Writing Prospectus, not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorpxxxxxx, and Xxxxxx Kidder Structured Asset Corporation and the noCorporxxxxx anx xxx xo-action letter dated May 2700, 1994 0994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the nonx-action xxxxon letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials with materixxx xxth the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i11(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City Eastern time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities Offered Notes which constitute either (i) "“Computational Materials" ” within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”) or (ii) "“ABS Term Sheets" ” within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the Xxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i11(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City Eastern time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company at the address specified in Section 12 hereof. (b) The Underwriters represent and warrant to and agree with the Company, as of the date hereof and as of the Closing Date, that: (i) if the Underwriters have provided any Collateral Term Sheets to potential investors in the Offered Notes prior to the date hereof and if the filing of such materials with the Commission is a condition of the relief granted in the PSA Letter, then in each such case the Underwriters delivered four copies of such materials to counsel for the Company on behalf of the Company and one copy of such materials to the Company at the address specified in Section 12 hereof no later than 10:30 a.m., Eastern time, on the first business day following the date on which such materials were initially provided to a potential investor; (ii) the Computational Materials (either in original, aggregated or consolidated form), Collateral Term Sheets and ABS Term Sheets furnished to the Company pursuant to Section 11(a) or as contemplated in Section 11(b)(i) constitute all of the materials furnished to prospective investors by the Underwriters (whether in written, electronic or other format) prior to the time of delivery thereof to the Company with respect to the Offered Notes in accordance with the No-Action Letters, and such Computational Materials, Collateral Term Sheets and ABS Term Sheets comply with the requirements of the No-Action Letters; (iii) except as resulting directly from any Collateral Error, on the respective dates any such Computational Materials, Collateral Term Sheets and/or ABS Term Sheets with respect to the Offered Notes were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to this Section 11 and on the Closing Date, such Computational Materials, Collateral Term Sheets and/or ABS 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; (iv) all Computational Materials, Collateral Term Sheets and ABS Term Sheets contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such Computational Materials, Collateral Term Sheets or ABS Term Sheets, is not responsible for the accuracy thereof and has not authorized the dissemination thereof; (v) all Collateral Term Sheets with respect to the Offered Notes furnished to potential investors contained and will contain a legend, prominently displayed on the first page thereof, indicating that the information contained therein will be superseded by the description of the Mortgage Loans contained in the Prospectus and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all prior Collateral Term Sheets; and (vi) on and after the date hereof, the Underwriters shall not deliver or authorize the delivery of any Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials relating to the Offered Notes (whether in written, electronic or other format) to any potential investor unless such potential investor has received a Prospectus prior to or at the same time as the delivery of such Computational Materials, Collateral Term Sheets, ABS Term Sheets or other materials. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials, Collateral Term Sheets or ABS Term Sheets included or will include any untrue statement resulting directly from any Collateral Error (except any Corrected Collateral Error, with respect to materials prepared after the receipt by the Underwriters from the Company or the Servicer of notice of such Corrected Collateral Error or materials superseding or correcting such Corrected Collateral Error). (c) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials, Collateral Term Sheets or ABS Term Sheets to any prospective investor, and agree that any Computational Materials, Collateral Term Sheets or ABS Term Sheets with respect to the Offered Notes furnished to prospective investors shall include a disclaimer as contemplated in paragraph (b)(v) above. The Underwriters agree that they will not represent to investors that any Computational Materials, Collateral Term Sheets and/or ABS Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Offered Notes is required to be delivered under the Act, it shall be necessary to amend or supplement the Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials, Collateral Term Sheets or ABS Term Sheets provided by the Underwriters pursuant to this Section 11 or the omission to state therein a material fact required, when considered in conjunction with the Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the Act or the rules thereunder, the Underwriters, at their expense, 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 which will effect such compliance. The Underwriters represent and warrant to the Company, as of the date 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, 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. 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, 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 Underwriters to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act. (e) The Underwriters (at their own expense) further agree to provide to the Company any accountants’ letters obtained relating to the Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, which accountants’ letters shall be addressed to the Company or shall state that the Company may rely thereon; provided that the Underwriters shall have no obligation to procure such letter.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City Charlotte, North Carolina time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company Seller five complete copies of all materials provided by the Underwriters to prospective investors in the Securities Underwritten Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company Seller as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company Seller no later than 10:30 a.m., New York City Charlotte, North Carolina time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Seller pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company Seller on behalf of the Company Seller at the address specified in Section 13 hereof and one copy of such materials to the CompanySeller.

Computational Materials and ABS Term Sheets. (a) Not later Each Underwriter ------------------------------------------- agrees to provide to the Seller, not less than 10:30 a.m.two Business Days prior to the date on which the Seller is required to file the Prospectus Supplement pursuant to Rule 424(b), New York City time, on a date no later than four business days before delivery any information used by it (in such written or electronic format as required by the Seller) with respect to the offering of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) Notes that constitutes "Computational Materials," within as defined in the meaning of the noCommission's No-action letter Action ----------------------- Letter, dated May 20, 1994 issued by the Division of Corporation Finance of the Commission 1994, addressed to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, Incorporated and Xxxxxx Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the no-action letter Commission's response to the request of the Public Securities Association dated May 27, 1994 issued (the "Xxxxxx/PSA Letter")), that is not contained in the Prospectus ----------------- (without taking into account information incorporated therein by reference). (b) Each Underwriter agrees to provide to the Seller, not less than two Business Days prior to the date on which the Seller is required to file the Prospectus Supplement pursuant to Rule 424(b), any information used by it (in such written or electronic format as required by the Division of Corporation Finance Seller) with respect to the offering of the Commission Notes that constitutes "ABS Term Sheets," as --------------- defined in the Commission's No-Action Letter, dated February 17, 1995, addressed to the Public Securities Association Association, that is not contained in the Prospectus (togetherwithout taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the "Xxxxxx Letters") or (ii) "ABS Term Sheets" Seller is accurate and complete in all material respects, to indemnify and hold harmless the Seller, each of the officers and directors of the Seller and each Person who controls the Seller within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance Section 15 of the Commission Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Public Securities Association Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters")Computational Materials or ABS Term Sheets, if any, provided by such Underwriter, or arise out of or are based upon the filing omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such materials indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of each Underwriter under this Section 9(c) shall be in addition to any liability that such Underwriter may otherwise have. (d) The Seller shall file with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Computational Materials or ABS Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) belowany, five complete copies of such Collateral Term Sheets shall be delivered provided by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or Materials or ABS Term Sheets are required to be filed pursuant to the Company pursuant to this paragraph (aapplicable No-Action Letters. The procedures set forth in Sections 7(c) and 7(d) shall be effected by delivering four copies of such materials equally applicable to counsel for this Section 9(c). Notwithstanding anything in this Section 9, each Underwriter represents and warrants that it has not used any Computational Materials or ABS Term Sheets in connection with the Company on behalf offering of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyNotes.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City Charlotte, North Carolina time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company Seller five complete copies of all materials provided by the Underwriters to prospective investors in the Securities Underwritten Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company Seller as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company Seller no later than 10:30 a.m., New York City Charlotte, North Carolina time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Seller pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company Seller on behalf of the Company Seller at the address specified in Section 13 hereof and one copy of such materials to the CompanySeller.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters each Underwriter shall deliver to the Company five SBMS two (2) complete copies of all materials provided by the Underwriters such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncxxxxxxtex, and Xxxxxx xxx Kidder Structured Asset Corporation and the Corxxxxxxon xxx xxe no-action letter dated May 27Xxx 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder/PSA Letters") or (ii) "ABS Term Sheets" within the meaning of the ox xxx no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the Xxxxxx Kidder/PSA Letters, the "No-Action Letters"), if the filing of such materials xxxxxials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company SBMS and one (1) copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of the Company SBMS at the address specified in Section 13 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorpxxxxxx, and Xxxxxx xxx Xxxder Structured Asset Corporation Corporxxxxx and the no-action letter dated May 2700, 1994 0994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials with materixxx xxth the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company and its counsel, as provided below, five complete copies of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later Each Underwriter agrees to provide to the Transferor, not less than 10:30 a.m.two Business Days prior to the date on which the Transferor is required to file the Prospectus Supplement pursuant to Rule 424(b), New York City time, on a date no later than four business days before delivery any information used by it (in such written or electronic format as required by the Transferor) with respect to the offering of the Final Prospectus to the Underwriters, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) Class A Certificates that constitutes "Computational Materials," within as defined in the meaning of the noCommission's No-action letter Action Letter, dated May 20, 1994 issued by the Division of Corporation Finance of the Commission 1994, addressed to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, Incorporated and Xxxxxx Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the no-action letter Commission's response to the request of the Public Securities Association dated May 27, 1994 issued (the "Xxxxxx/PSA Letter")), that is not contained in the Prospectus or the preliminary prospectus (without taking into account information incorporated therein by reference). (b) Each Underwriter agrees to provide to the Transferor, not less than two Business Days prior to the date on which the Transferor is required to file the Prospectus Supplement pursuant to Rule 424(b), any information used by it (in such written or electronic format as required by the Division of Corporation Finance Transferor) with respect to the offering of the Commission Class A Certificates that constitutes "ABS Term Sheets," as defined in the Commission's No-Action Letter, dated February 17, 1995, addressed to the Public Securities Association Association, that is not contained in the Prospectus or the preliminary prospectus (togetherwithout taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the "Xxxxxx Letters") Transferor and the Banks is accurate and complete in all material respects, to indemnify and hold harmless the Transferor and the Banks, each of the officers and directors of the Transferor and the Banks and each person who controls the Transferor or (ii) "ABS Term Sheets" a Bank within the meaning of Section 15 of the no-action letter dated February 17Act against any and all losses, 1995 issued claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Computational Materials or ABS Term Sheets, if any, provided by the Division Underwriter, or arise out of Corporation Finance or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the Commission circumstances under which they were made, not misleading, and agrees to the Public Securities Association (the "PSA Letter" and together reimburse each such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with the Xxxxxx Lettersinvestigating or defending or preparing to defend any such loss, the "No-Action Letters")claim, if the filing of damage, liability or action as such materials with the Commission is a condition expenses are incurred. The Underwriters shall not be required to contribute any amount in excess of the relief granted in such letters. In amount by which the case of any such materials that constitute "Collateral Term Sheets" within total price at which the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered Class A Certificates underwritten by the Underwriters and distributed to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets public were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets offered to the Company pursuant public exceeds the amount of any damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Class A Certificates. The obligations of the Underwriter under this paragraph (aSection 10(c) shall be effected by delivering four copies of such materials in addition to counsel for any liability that the Company on behalf of the Company at the address specified Underwriter may otherwise have. The procedures set forth in Sections 8(c) and 8(d) shall be equally applicable to this Section 13 hereof and one copy of such materials to the Company10(c).

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors in the Securities which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorxxxxxxd, and Xxxxxx xxx Xxdder Structured Asset Corporation Corpoxxxxxx and the no-action letter dated May 27Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS Term Sheets" within the meaning of the noxx-action xxxion letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials with materxxxx xith the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company MCFI five complete copies of all materials provided by the Underwriters to prospective investors in the Securities Registered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company MCFI as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company MCFI pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company MCFI on behalf of the Company MCFI at the address specified in Section 13 16 hereof and one copy of such materials to the CompanyMCFI.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Letters, the "No-No- Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwritershereof, the Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the Xxxxxx Letters, the "No-No- Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriters to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City Eastern time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwritersUnderwriter, the Underwriters Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriters Underwriter to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i11(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriters Underwriter to the Company no later than 10:30 a.m., New York City Eastern time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets 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 13 hereof and one copy of such materials to the CompanyCompany at the address specified in Section 12 hereof.