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

Computational Materials and ABS Term Sheets. (a) 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 Transferor) with respect to the offering of the Notes that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx & Xo. Incorporated and Kiddxx Xxxuctured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "Kiddxx/XXX 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 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 Transferor) with respect to the offering of the 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, that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor is accurate and complete in all material respects, to indemnify and hold harmless the Transferor, each of the officers and directors of the Transferor and each Person who controls the Transferor within the meaning of Section 15 of the Act against any and all losses, 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 such Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to 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 offering of the Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Associates Credit Card Receivables Corp)

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Computational Materials and ABS Term Sheets. Error! Bookmark not defined. (a) Each Underwriter agrees to provide to the TransferorSeries Obligors and ABS, not less than two Business Days prior to the date on which the Transferor is Series Obligors and ABS are 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 TransferorSeries Obligors and ABS) with respect to the offering of the Offered Notes that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kiddxx, Xxabxxx Xxxeptance Xxabody Acceptance Corporation I, Kiddxx, Xxabxxx & Xo. Incorporated and Kiddxx Xxxuctured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "Kiddxx/XXX 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 TransferorSeries Obligors and ABS, not less than two Business Days prior to the date on which the Transferor Series Obligors and ABS 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 TransferorSeries Obligors and ABS) with respect to the offering of the Offered 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, that is not contained in the Prospectus or the Preliminary Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor Series Obligors and ABS is accurate and complete in all material respects, to indemnify and hold harmless the Transferor, each of the officers and directors of the Transferor and each Person who controls the Transferor within the meaning of Section 15 of the Act against any and all losses, 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 such Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to 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 offering of the Notes.to

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Leasing Receivables Corp V)

Computational Materials and ABS Term Sheets. (a) Each Underwriter agrees to provide to the TransferorABS, not less than two Business Days prior to the date on which the Transferor is ABS are 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 TransferorABS) with respect to the offering of the Class A Notes that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx Xxabody & Xo. Co. Incorporated and Kiddxx Xxxuctured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "Kiddxx/XXX 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 TransferorABS, not less than two Business Days prior to the date on which the Transferor ABS is 21 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 TransferorABS) with respect to the offering of the Class A 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, that is not contained in the Prospectus or the Preliminary Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor ABS is accurate and complete in all material respects, to indemnify and hold harmless the TransferorABS, each of the officers and directors of the Transferor ABS and each Person person who controls the Transferor ABS within the meaning of Section 15 of the Act against any and all losses, 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 such the Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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 the Underwriter under this Section 9(c) shall be in addition to any liability that such the Underwriter may otherwise have. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to 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 offering of the Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Business Services Corp)

Computational Materials and ABS Term Sheets. (a) Each Underwriter ------------------------------------------- agrees to provide to the TransferorBank, not less than two Business Days prior to the date on which the Transferor Bank 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 TransferorBank) with respect to the offering of the Notes that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, ----------------------- dated May 20, 1994, addressed to KiddxxXxxxxx, Xxabxxx Xxxeptance Xxxxxxx Acceptance Corporation I, KiddxxXxxxxx, Xxabxxx Xxxxxxx & Xo. Co. Incorporated and Kiddxx Xxxuctured Xxxxxx Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "KiddxxXxxxxx/XXX 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 TransferorBank, not less than two Business Days prior to the date on which the Transferor Bank 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 TransferorBank) with respect to the offering of the 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, that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor Bank is accurate and complete in all material respects, to indemnify and hold harmless the TransferorBank, each of the officers and directors of the Transferor Bank and each Person who controls the Transferor Bank within the meaning of Section 15 of the Act against any and all losses, 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 such Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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 Bank shall file with the Commission any Computational Materials or ABS Term Sheets, if any, provided by the Underwriters no later than the date on which such Computational Materials or ABS Term Sheets are required to be filed pursuant to the applicable No-Action Letters. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to 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 offering of the Notes.

Appears in 1 contract

Samples: Underwriting Agreement (First Consumers Master Trust)

Computational Materials and ABS Term Sheets. (a) 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 Transferor) with respect to the offering of the Notes Class A Certificates that constitutes "Computational MaterialsCOMPUTATIONAL MATERIALS," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to KiddxxXxxxxx, Xxabxxx Xxxeptance Xxxxxxx Acceptance Corporation I, KiddxxXxxxxx, Xxabxxx Peabody & Xo. Co. Incorporated and Kiddxx Xxxuctured Xxxxxx Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "KiddxxXXXXXX/XXX LetterPSA 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 Transferor) with respect to the offering of the Notes 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, that is not contained in the Prospectus or the preliminary prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor and the Banks is accurate and complete in all material respects, to indemnify and hold harmless the TransferorTransferor and the Banks, each of the officers and directors of the Transferor and the Banks and each Person person who controls the Transferor or a Bank within the meaning of Section 15 of the Act against any and all losses, 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 such the Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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 Underwriters shall not be required to contribute any amount in excess of the amount by which the total price at which the Class A Certificates underwritten by the Underwriters and distributed to the public were offered to the 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 each the Underwriter under this Section 9(c10(c) shall be in addition to any liability that such the Underwriter may otherwise have. The procedures set forth in Sections 7(c8(c) and 7(d8(d) shall be equally applicable to this Section 9(c10(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 offering of the Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Travelers Bank Credit Card Master Trust I)

Computational Materials and ABS Term Sheets. (a) Each Underwriter agrees to provide to Advanta LLC and the TransferorBank, not less than two Business Days prior to the date on which Advanta LLC and the Transferor is Bank are 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 Advanta LLC and the TransferorBank) with respect to the offering of the Offered Notes that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx 13 Peabody & Xo. Co. Incorporated and Kiddxx Xxxuctured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "Kiddxx/XXX 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 Advanta LLC and the TransferorBank, not less than two Business Days prior to the date on which Advanta LLC and the Transferor is Bank are 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 Advanta LLC and the TransferorBank) with respect to the offering of the Offered 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, that is not contained in the Prospectus or the Preliminary Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by Advanta LLC and the Transferor Bank is accurate and complete in all material respects, to indemnify and hold harmless Advanta LLC and the TransferorBank, each of the officers and directors of Advanta LLC and the Transferor Bank and each Person person who controls Advanta LLC and the Transferor Bank within the meaning of Section 15 of the Act against any and all losses, 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 such the Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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 the Underwriter under this Section 9(c) shall be in addition to any liability that such the Underwriter may otherwise have. The procedures set forth in Sections 7(c7(b) and 7(d7(c) shall be equally applicable to 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 offering of the Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Bank Corp)

Computational Materials and ABS Term Sheets. (a) Each Underwriter agrees to provide to the TransferorSeries Obligors and ABS, not less than two Business Days prior to the date on which the Transferor is Series Obligors and ABS are 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 TransferorSeries Obligors and ABS) with respect to the offering of the Offered Notes that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx Xxabody & Xo. Co. Incorporated and Kiddxx Xxxuctured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "Kiddxx/XXX 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 TransferorSeries Obligors and ABS, not less than two Business Days prior to the date on which the Transferor is Series Obligors and ABS are 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 TransferorSeries Obligors and ABS) with respect to the offering of the Offered 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, that is not contained in the Prospectus or the Preliminary Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor Series Obligors and ABS is accurate and complete in all material respects, to indemnify and hold harmless the TransferorSeries Obligors and ABS, each of the officers and directors of the Transferor Series Obligors and ABS and each Person person who controls the Transferor Series Obligors and ABS within the meaning of Section 15 of the Act against any and all losses, 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 such the Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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 the Underwriter under this Section 9(c10(c) shall be in addition to any liability that such the Underwriter may otherwise have. The procedures set forth in Sections 7(c8(b) and 7(d8(c) shall be equally applicable to this Section 9(c10(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 offering of the Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Leasing Receivables Corp Ix)

Computational Materials and ABS Term Sheets. (a) 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 Transferor) In connection with respect to the offering of the Notes that constitutes Transition Bonds, each Underwriter may prepare and provide to prospective investors (i) items similar to computational materials ("Computational Materials," ") as defined in the Commission's Nono-Action Letter, dated action letter of May 20, 19941994 issued by the SEC to Kidder, addressed to Kiddxx, Xxabxxx Xxxeptance Peabody Acceptance Corporation I, KiddxxKidder, Xxabxxx Peabody & Xo. Incorporated and Kiddxx Xxxuctured Co. Ixxxxxxrated axx Kidder Structured Asset Corporation (as made generally Coxxxxxxiox, xx xade applicable to registrants, issuers other issuexx and underwriters by the Commission's SEC in response to the request of the Public Securities Association dated May 2724, 1994 1994, as well as the PSA Letter referred to below (collectively, the "Kiddxx/XXX LetterNo-Action Letters") and (ii) items similar to ABS term sheets ("ABS Term Sheets") as defined in the no-action letter of February 17, 1995 issued by the SEC to the Public Securities Association, subject to the following conditions: (i) All Computational Materials and 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(a)(x), 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 SEC pursuant to the No-Action Letters. The Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Issuer not later than 10:00 a.m. New York City time at least two business days before filing thereof is required pursuant to the terms of this Agreement. Such Underwriter shall not provide to any investor or prospective investor in the Transition Bonds any Computational 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 Issuer pursuant to this paragraph (ii) (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(a)(x)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Final Prospectus to such investor or prospective investor. (iii) The Issuer shall not be 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 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 Transition 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 Transition Bonds, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "AS CORRECTED") to the Issuer for filing with the SEC 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). (iv) Each Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Issuer pursuant to subsection (ii) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Transition Bonds that is not contained required to be filed with the SEC in accordance with the No-Action Letters. (v) 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 (ii) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(a)(x), the Issuer shall have the right to delay the release of the Final Prospectus (without taking into account information incorporated therein to investors or to any Underwriter, to delay the Closing Date and to take other appropriate actions, in each case set forth in Section 5(a)(x), to file the Computational Materials and ABS Term Sheets by reference)the time specified therein. (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 Transferor) with respect to the offering of the 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, that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor is accurate and complete in all material respects, to indemnify and hold harmless the Transferor, each of the officers and directors of the Transferor and each Person who controls the Transferor within the meaning of Section 15 of the Act against any and all losses, 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 such Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to this Section 9(c). Notwithstanding anything in this Section 9, each Underwriter further represents and warrants that that, if and to the extent it has not used provided any prospective investors with any Computational Materials or ABS Term Sheets prior to the date hereof in connection with the offering of the NotesTransition Bonds, all of the conditions set forth in clause (a) of this Section 11 have been satisfied with respect thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic City Electric Transition Funding LLC)

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Computational Materials and ABS Term Sheets. (a) Each Underwriter agrees to provide to the TransferorBank, not less than two Business Days prior to the date on which the Transferor Bank 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 TransferorBank) with respect to the offering of the Notes Certificates that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx Xxabody & Xo. Co. Incorporated and Kiddxx Xxxuctured Asset Corporation (as made generally applicable to registrants, issuers and underwriters Underwriter[s] by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "Kiddxx/XXX Letter")), that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (ba) Each Underwriter agrees to provide to the TransferorBank, not less than two Business Days prior to the date on which the Transferor Bank 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 TransferorBank) with respect to the offering of the Notes 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, that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (cb) Each Underwriter severally agrees, assuming all information provided by the Transferor Bank is accurate and complete in all material respects, to indemnify and hold harmless the TransferorBank, each of the officers and directors of the Transferor Bank and each Person person who controls the Transferor Bank within the meaning of Section 15 of the Act against any and all losses, 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 such the Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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 the Underwriter under this Section 9(c) shall be in addition to any liability that such the Underwriter may otherwise have. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to 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 offering of the NotesCertificates.

Appears in 1 contract

Samples: Underwriting Agreement (Fleet Credit Card Master Trust Ii)

Computational Materials and ABS Term Sheets. (a) 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 Transferor) In connection with respect to the offering of the Notes that constitutes Transition Bonds, each Underwriter may prepare and provide to prospective investors (i) items similar to computational materials ("Computational Materials," ") as defined in the Commission's Nono-Action Letter, dated action letter of May 20, 19941994 issued by the SEC to Kidder, addressed to Kiddxx, Xxabxxx Xxxeptance Peabody Acceptance Corporation I, KiddxxKidder, Xxabxxx Peabody & XoCx. Incorporated and Kiddxx Xxxuctured Asset Corporation (Xxxorporatxx xxx Kidder Structured Assex Xxxxorxxxxx, as made generally applicable to registrants, issuers other ixxxxxx and underwriters by the Commission's SEC in response to the request of the Public Securities Association dated May 2724, 1994 1994, as well as the PSA Letter referred to below (collectively, the "Kiddxx/XXX LetterNo-Action Letters") and (ii) items similar to ABS term sheets ("ABS Term Sheets") as defined in the no-action letter of February 17, 1995 issued by the SEC to the Public Securities Association, subject to the following conditions: (i) All Computational Materials and 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(a)(x), 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 SEC pursuant to the No-Action Letters. The Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Issuer not later than 10:00 a.m. New York City time at least two business days before filing thereof is required pursuant to the terms of this Agreement. Such Underwriter shall not provide to any investor or prospective investor in the Transition Bonds any Computational 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 Issuer pursuant to this paragraph (ii) (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(a)(x)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Final Prospectus to such investor or prospective investor. (iii) The Issuer shall not be 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 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 Transition 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 Transition Bonds, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "AS CORRECTED") to the Issuer for filing with the SEC 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). (iv) Each Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Issuer pursuant to subsection (ii) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Transition Bonds that is not contained required to be filed with the SEC in accordance with the No-Action Letters. (v) 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 (ii) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(a)(x), the Issuer shall have the right to delay the release of the Final Prospectus (without taking into account information incorporated therein to investors or to any Underwriter, to delay the Closing Date and to take other appropriate actions, in each case set forth in Section 5(a)(x), to file the Computational Materials and ABS Term Sheets by reference)the time specified therein. (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 Transferor) with respect to the offering of the 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, that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor is accurate and complete in all material respects, to indemnify and hold harmless the Transferor, each of the officers and directors of the Transferor and each Person who controls the Transferor within the meaning of Section 15 of the Act against any and all losses, 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 such Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to this Section 9(c). Notwithstanding anything in this Section 9, each Underwriter further represents and warrants that that, if and to the extent it has not used provided any prospective investors with any Computational Materials or ABS Term Sheets prior to the date hereof in connection with the offering of the NotesTransition Bonds, all of the conditions set forth in clause (a) of this Section 11 have been satisfied with respect thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic City Electric Transition Funding LLC)

Computational Materials and ABS Term Sheets. (a) Each Underwriter ------------------------------------------- agrees to provide to the TransferorBank, not less than two Business Days prior to the date on which the Transferor Bank 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 TransferorBank) with respect to the offering of the Class A Notes and Class B Notes that constitutes "Computational Materials," as defined in the ----------------------- Commission's No-Action Letter, dated May 20, 1994, addressed to KiddxxXxxxxx, Xxabxxx Xxxeptance Xxxxxxx Acceptance Corporation I, KiddxxXxxxxx, Xxabxxx Peabody & Xo. Co. Incorporated and Kiddxx Xxxuctured Xxxxxx Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "KiddxxXxxxxx/XXX 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 TransferorBank, not less than two Business Days prior to the date on which the Transferor Bank 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 TransferorBank) with respect to the offering of the Class A Notes and Class B 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, that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor Bank is accurate and complete in all material respects, to indemnify and hold harmless the TransferorBank, each of the officers and directors of the Transferor Bank and each Person who controls the Transferor Bank within the meaning of Section 15 of the Act against any and all losses, 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 such Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to 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 offering of the Notes.

Appears in 1 contract

Samples: Underwriting Agreement (First Consumers Master Trust)

Computational Materials and ABS Term Sheets. (a) 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 Transferor) In connection with respect to the offering of the Notes that constitutes Transition Bonds, each Underwriter may prepare and provide to prospective investors (i) items similar to computational materials ("Computational Materials," ") as defined in the Commission's Nono-Action Letter, dated action letter of May 20, 19941994 issued by the SEC to Kidder, addressed to Kiddxx, Xxabxxx Xxxeptance Peabody Acceptance Corporation I, KiddxxKidder, Xxabxxx Peabody & Xo. Incorporated Co. Xxxxrporated and Kiddxx Xxxuctured Kidder Structured Asset Corporation (as Xxxxxraxxxx, xs made generally applicable to registrants, issuers other isxxxxx and underwriters by the Commission's SEC in response to the request of the Public Securities Association dated May 2724, 1994 1994, as well as the PSA Letter referred to below (collectively, the "Kiddxx/XXX LetterNo-Action Letters") and (ii) items similar to ABS term sheets ("ABS Term Sheets") as defined in the no-action letter of February 17, 1995 issued by the SEC to the Public Securities Association, subject to the following conditions: (i) All Computational Materials and 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(a)(x), 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 SEC pursuant to the No-Action Letters. The Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Issuer not later than 10:00 a.m. New York City time at least two business days before filing thereof is required pursuant to the terms of this Agreement. Such Underwriter shall not provide to any investor or prospective investor in the Transition Bonds any Computational 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 Issuer pursuant to this paragraph (ii) (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(a)(x)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Final Prospectus to such investor or prospective investor. (iii) The Issuer shall not be 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 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 Transition 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 Transition Bonds, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "AS CORRECTED") to the Issuer for filing with the SEC 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). (iv) Each Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Issuer pursuant to subsection (ii) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Transition Bonds that is not contained required to be filed with the SEC in accordance with the No-Action Letters. (v) 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 (ii) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(a)(x), the Issuer shall have the right to delay the release of the Final Prospectus (without taking into account information incorporated therein to investors or to any Underwriter, to delay the Closing Date and to take other appropriate actions, in each case set forth in Section 5(a)(x), to file the Computational Materials and ABS Term Sheets by reference)the time specified therein. (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 Transferor) with respect to the offering of the 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, that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor is accurate and complete in all material respects, to indemnify and hold harmless the Transferor, each of the officers and directors of the Transferor and each Person who controls the Transferor within the meaning of Section 15 of the Act against any and all losses, 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 such Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to this Section 9(c). Notwithstanding anything in this Section 9, each Underwriter further represents and warrants that that, if and to the extent it has not used provided any prospective investors with any Computational Materials or ABS Term Sheets prior to the date hereof in connection with the offering of the NotesTransition Bonds, all of the conditions set forth in clause (a) of this Section 11 have been satisfied with respect thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic City Electric Transition Funding LLC)

Computational Materials and ABS Term Sheets. (a) Each Underwriter agrees to provide to the TransferorSeries Obligors and ABS, not less than two Business Days prior to the date on which the Transferor is Series Obligors and ABS are 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 TransferorSeries Obligors and ABS) with respect to the offering of the Offered Notes that constitutes "Computational Materials," as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kiddxx, Xxabxxx Xxxeptance Xxabody Acceptance Corporation I, Kiddxx, Xxabxxx & Xo. Incorporated and Kiddxx Xxxuctured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association dated May 27, 1994 (the "Kiddxx/XXX 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 TransferorSeries Obligors and ABS, not less than two Business Days prior to the date on which the Transferor Series Obligors and ABS 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 TransferorSeries Obligors and ABS) with respect to the offering of the Offered 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, that is not contained in the Prospectus (without taking into account information incorporated therein by reference). (c) Each Underwriter severally agrees, assuming all information provided by the Transferor is accurate and complete in all material respects, to indemnify and hold harmless the Transferor, each of the officers and directors of the Transferor and each Person who controls the Transferor within the meaning of Section 15 of the Act against any and all losses, 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 such Underwriter, or arise out of 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 circumstances under which they were made, not misleading, and agrees to reimburse each such 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. The procedures set forth in Sections 7(c) and 7(d) shall be equally applicable to 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 offering of the Notes.Securities

Appears in 1 contract

Samples: Underwriting Agreement (Advanta Leasing Receivables Corp Iv)

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