Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the ~~Current Report~~ applicable ABS Filing relating to the ~~Offered Certificates~~ Securities of a Series is required to be filed by the ~~Company~~ Depositor with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Representative shall deliver to the ~~Company five~~ Depositor a complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered Certificates~~ Securities that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to ~~Xxxxxx~~Kidder, ~~Xxxxxxx~~ Peabody Acceptance Corporation I, ~~Xxxxxx~~Kidder, Peabody & Co. ~~Incorporated, and Xxxxxx~~ Incorxxxxxxd xxx Xxxder Structured Asset ~~Corporation~~ Corporxxxxx and the no-action letter dated ~~May 27~~Max 00, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "~~Xxxxxx Letters~~KIDDER LETTERS"), the filing of which material is a condition of the xxxxxx granted in such letters (such materials being the "COMPUTATIONAL MATERIALS") and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "~~Computational Materials~~STRUCTURAL TERM SHEETS")~~, and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued~~ ; prior to such delivery by the ~~Division of Corporation Finance of the Commission~~ Representative to the ~~Public Securities Association (the "PSA Letter")~~Depositor of such materials, the ~~filing~~ Representative shall notify, or cause to be notified, the Depositor or its counsel by telephone of ~~which material is a condition of the relief granted in such letter (~~its intention to deliver such materials ~~being~~ and the ~~"Structural Term Sheets"). Each~~ approximate date on which such delivery ~~of Computational Materials and Structural Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies~~ of such materials is expected to ~~counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company~~occur.

Appears in 2 contracts

Samples: Underwriting Agreement (Deutsche Alt-a Securities Inc), Underwriting Agreement (Deutsche Mortgage Securities Inc)

Appears in 2 contracts

Samples: Underwriting Agreement (First Horizon Asset Securities Inc), Underwriting Agreement (First Horizon Asset Securities Inc)

Appears in 2 contracts

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc), Underwriting Agreement (Ge Capital Mortgage Services Inc)

Appears in 2 contracts

Samples: Underwriting Agreement (First Horizon Asset Securities Inc), Underwriting Agreement (First Horizon Asset Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ the Underwriter shall deliver to the Company five complete copies of all materials provided by ~~such~~ the Underwriter to prospective investors in such Offered Certificates ~~that~~ which constitute (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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 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 of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by the Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the related Offered Certificates in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to such Offered Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) the Underwriter has not represented to any prospective investor that any Computational Materials or Structural Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, all Computational Materials and Structural Term Sheets furnished to prospective investors (and all written and electronic materials furnished to prospective investors on which the Computational Materials are based) included a disclaimer to the effect set forth in Section 8(d); and (v) at the time any Computational Materials (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) with respect to such Offered Certificates were furnished to a prospective investor and on the date of the related Terms Agreement, the Underwriter possessed, and on the date of delivery of such materials to the Company pursuant to this Section 8 and on the related Closing Date, the Underwriter will possess, the capability, knowledge, expertise, resources and systems of internal control necessary to ensure that such Computational Materials conform to the representations and warranties of the Underwriter contained in subparagraphs (i) and (iii) above of this paragraph (b). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which the Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by the Underwriter and set forth in such Computational Materials. (d) The Underwriter acknowledges and agrees that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Company to the effect that such materials have been prepared and disseminated solely by and on behalf of the Underwriter, and that the Company has not reviewed or participated in the preparation or dissemination of such materials and is not responsible for the contents or accuracy thereof. The Underwriter agrees that it will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by the Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, the Underwriter 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 related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to this paragraph (e) or (ii) such filing is not required under the Act.

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Computational Materials and Structural Term Sheets. (a) On Not later -------------------------------------------------- than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Underwriters shall deliver to the Company five complete copies of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such Offered Certificates ~~that~~ which constitute (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-~~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"), ) and the filing of ~~which~~ such material is a condition of the relief granted ------- in such letter (such materials being the "Computational Materials"), and (ii) ----------------------- "Structural 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 the ---------- filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of ---------------------- Computational Materials and Structural 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 3 13 hereof and one copy of such materials to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Ace Securities Corp)

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered Certificates~~ Notes of a Series is required to be filed by the ~~Company~~ Depositor with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Underwriters shall deliver to the ~~Company~~ Depositor five complete copies of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered Certificates that~~ Notes which constitute (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 Xxxxxx, ~~Xxxxxxx~~ Peabody Acceptance Corporation I1, Xxxxxx, ~~Peabody~~ Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the ~~no-~~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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the ~~Company~~ Depositor pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the ~~Company~~ Depositor on behalf of the ~~Company at the address specified in Section 3 hereof~~ Depositor and one copy of such materials to the ~~Company~~Depositor. (b) Each Underwriter represents and warrants to and agrees with the Depositor, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Depositor by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Depositor that are required to be filed with the Commission with respect to the related Notes in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Depositor by such Underwriter pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Depositor that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to such Notes (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) delivered to prospective investors by such Underwriter and all Structural Term Sheets delivered to prospective investors by such Underwriter contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Depositor has not prepared, reviewed or participated in the preparation of such materials and is not responsible for the accuracy thereof, or otherwise in form and substance satisfactory to the Depositor. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as to whether any Computational Materials or Structural Term Sheets included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriters shall cause a firm of public accountants to furnish to the Depositor a letter dated as of the date on which the Underwriters deliver any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Depositor pursuant to Section 8(a), in form and substance satisfactory to the Depositor, stating in effect that they have verified the mathematical accuracy of any calculations performed by each Underwriter and net forth in such Computational Materials. (d) Each Underwriter agrees that it will not represent to investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Depositor. (e) If, at any time when a Prospectus relating to the Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by any Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter promptly will prepare and furnish to the Depositor 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 represents and warrants to the Depositor, as of the date of delivery by it of such amendment or supplement to the Depositor, that such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that each such Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Depositor shall have no obligation to file such amendment or supplement if the Depositor determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Depositor shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Depositor pursuant to this paragraph (e) or (ii) such filing is not required under the Act.

Appears in 1 contract

Samples: Underwriting Agreement (Structured Asset Securities Corp Mort Back Notes Ser 2002 9)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the ~~Current Report~~ applicable ABS Filing relating to the ~~Offered Certificates~~ Securities of a Series is required to be filed by the ~~Company~~ Seller with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Representative shall deliver to the ~~Company five~~ Seller a complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered Certificates~~ Securities that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. ~~Incorporated,~~ Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters"), the filing of which material is a condition of the relief granted in such ~~letter~~ letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets")~~. Each~~ ; prior to such delivery ~~of Computational Materials and Structural Term Sheets~~ by the Representative to the ~~Company pursuant~~ Seller of such materials, the Representative shall notify, or cause to ~~this paragraph (a) shall~~ be ~~effected~~ notified, the Seller or its counsel by ~~delivering four copies~~ telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to ~~counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company~~occur.

Appears in 1 contract

Samples: Underwriting Agreement (Distribution Financial Services Floorplan Master Trust)

Computational Materials and Structural Term Sheets. (a) On Not -------------------------------------------------- later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered~~ Certificates of a Series is required to be filed by the ~~Company~~ Depositor with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Underwriters shall deliver to the ~~Company~~ Depositor five complete copies of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates ~~that~~ which constitute (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"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the ~~Company~~ Depositor pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the ~~Company~~ Depositor on behalf of the ~~Company~~ Depositor at the address specified in Section 3 hereof and one copy of such materials to the ~~Company~~Depositor.

Appears in 1 contract

Samples: Underwriting Agreement (Structured Asset Securities Corporation)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered~~ Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ you and any other applicable Underwriter shall deliver to the ~~Company five complete copies~~ Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX filing format, a copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates ~~that~~ which constitute (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"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering ~~four copies~~ a copy of such materials to counsel for the Company on behalf of the Company at the address specified ~~in Section 3 hereof~~ by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Certificates in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective 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 materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any XXX Pool Error (except any Corrected XXX Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected XXX Pool Error or materials superseding or correcting such Corrected XXX Pool Error). (c) Each Underwriter delivering Computational Materials shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which such Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any particular prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors shall include a disclaimer in the form described in paragraph (b) (iv) above. The Underwriters agree that they will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus or Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by an Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter 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. Such Underwriter will deliver an Officer's Certificate to the Company representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any XXX Pool Error (except any Corrected XXX Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected XXX Pool Error or materials superseding or correcting such Corrected XXX Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (e) or (ii) the Company reasonably determines that such filing is not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Appears in 1 contract

Samples: Underwriting Agreement (Samco Mortgage Securities Corp)

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered~~ Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ you and any other applicable Underwriter shall deliver to the ~~Company five complete copies~~ Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX filing format, a copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates ~~that~~ which constitute (i) "Computational Materials," within the meaning of the no-action letter dated May 20, ~~1994~~ 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~~ Letter dated May 27, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the ~~Public~~ public Securities Association (together, the "Xxxxxx Letters"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering ~~four copies~~ a copy of such materials to counsel for the Company on behalf of the Company at the address specified ~~in Section 3 hereof~~ by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Certificates in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading: and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective 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 materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected Mortgage Pool error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Computational Materials shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which such Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8 (a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any particular prospective inventor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors shall include a disclaimer in the form described in paragraph (b)(iv) above. The Underwriters agree that they will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus or Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by an Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter 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, such Underwriter will deliver an Officers Certificate to the Company representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (e) or (ii) the Company reasonably determines that such filing is not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Appears in 1 contract

Samples: Underwriting Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (American Residential Eagle Inc)

Computational Materials and Structural Term Sheets. (a) ~~On the business day~~ As -------------------------------------------------- soon as practicable and in no event later than 3:00 p.m. Dallas, Texas time two Business Days before the date on which the ~~Current Report~~ Final Prospectus relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to ~~Section 5(b) hereof~~Rule 424 under the 1933 Act, ~~each Underwriter~~ you shall deliver to the Company five complete copies of all materials provided by ~~such Underwriter~~ you to prospective investors ~~in such Offered Certificates that~~ regarding the Class or Classes being underwritten by you which constitute (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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials ~~and~~ or Structural 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~~ Xxxxxxx & Xxxxx L.L.P., 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, or such other address specified by such counsel to you in ~~Section 3 hereof~~ writing, and one copy of such materials to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (CMC Securities Corp Ii)

Computational Materials and Structural Term Sheets. (a) On In accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company ~~five~~ one complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such Offered ~~Certificates that~~ Securities which constitute (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~~Kidder, ~~Xxxxxxx~~ Peabody Acceptance Corporation I, ~~Xxxxxx~~Kidder, Peabody & ~~Co. Incorporated~~Xx. Xxxxxxxrated, and ~~Xxxxxx~~ Kidder Structured ~~Asset~~ Xxxxx Corporation and the no-action letter ~~dated~~ xxxxx May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "~~Xxxxxx~~ Kidder Letters"), the filing of which material is a condition ~~of the~~ xx xxe relief granted in such ~~letter~~ letters (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section ~~3 hereof and one copy of such materials to the Company~~10.

Appears in 1 contract

Samples: Underwriting Agreement (Firstplus Investment Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Deutsche Mortgage & Asset Receiving Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Cef Equipment Holding LLC)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered~~ Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ you and any other applicable Underwriter shall deliver to the ~~Company five complete copies~~ Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX filing format, a copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates ~~that~~ which constitute (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"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering ~~four copies~~ a copy of such materials to counsel for the Company on behalf of the Company at the address specified ~~in Section 3 hereof~~ by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Certificates in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective 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 materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Computational Materials shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which such Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any particular prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors shall include a disclaimer in the form described in paragraph (b) (iv) above. The Underwriters agree that they will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus or Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by an Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter 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. Such Underwriter will deliver an Officer's Certificate to the Company representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (e) or (ii) the Company reasonably determines that such filing is not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Appears in 1 contract

Samples: Underwriting Agreement (Bear Stearns Mortgage Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Appears in 1 contract

Samples: Underwriting Agreement (American Residential Eagle Inc)

Computational Materials and Structural Term Sheets. (a) On In accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company ~~five~~ one complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such Offered ~~Certificates that~~ Securities which constitute (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"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section ~~3 hereof and one copy of such materials to the Company~~10.

Appears in 1 contract

Samples: Underwriting Agreement (Preferred Securitization Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Farmer Mac Mortgage Securities Corp)

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered~~ Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ you and any other applicable Underwriter shall deliver to the ~~Company five complete copies~~ Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX filing format, a copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates ~~that~~ which constitute (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~~ Letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the ~~Public~~ public Securities Association (together, the "Xxxxxx Letters"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering ~~four copies~~ a copy of such materials to counsel for the Company on behalf of the Company at the address specified ~~in Section 3 hereof~~ by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Certificates in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading: and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective 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 materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected Mortgage Pool error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Computational Materials shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which such Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8 (a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any particular prospective inventor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors shall include a disclaimer in the form described in paragraph (b)(iv) above. The Underwriters agree that they will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus or Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by an Underwriter pursuant to this Section 8 or the commission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets To comply with the Act or the rules thereunder, such Underwriter promptly will prepare and furnish co 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, such Underwriter will deliver an Officers Certificate to the Company representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the Company, such amendment or supplement will nor include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such Underwriter will make no representation or warranty as to whether any' such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (e) or (ii) the Company reasonably determines that such filing is not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Appears in 1 contract

Samples: Underwriting Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered~~ Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ you and any other applicable Underwriter shall deliver to the ~~Company five complete copies~~ Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX filing format, a copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates ~~that~~ which constitute (i) "Computational Materials," within the meaning of the no-action letter dated May 20, ~~1994~~ 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~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering ~~four copies~~ a copy of such materials to counsel for the Company on behalf of the Company at the address specified ~~in Section 3 hereof~~ by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Certificates in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective 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 materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter makes no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected Mortgage Pool error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Computational Materials shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which such Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8 (a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any particular prospective inventor, and agree that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors shall include a disclaimer in the form described in paragraph (b)(iv) above. The Underwriters agree that they will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus or Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by an Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter 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, such Underwriter will deliver an Officer's Certificate to the Company representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact necessary to make the statements therein not misleading; provided, however, that such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (e) or (ii) the Company reasonably determines that such filing is not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Appears in 1 contract

Samples: Underwriting Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Computational Materials and Structural Term Sheets. (a) On In -------------------------------------------------- accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company ~~five~~ one complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such Offered ~~Certificates that~~ Securities which constitute (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~~Kidder, ~~Xxxxxxx~~ Peabody Acceptance Corporation I, ~~Xxxxxx~~Kidder, Peabody & Co. ~~Incorporated~~Incorxxxxxxd, ~~and Xxxxxx~~ xxx Xxdder Structured Asset ~~Corporation~~ Corpoxxxxxx and the no-action letter dated ~~May 27~~Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "~~Xxxxxx~~ Kidder Letters"), the filing of which material is a condition of the ~~relief~~ xxxxxx granted in such ~~letter~~ letters (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section ~~3 hereof and one copy of such materials to the Company~~10.

Appears in 1 contract

Samples: Underwriting Agreement (Firstplus Investment Corp)

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the ~~Current Report~~ applicable ABS Filing relating to the ~~Offered Certificates~~ Securities of a Series is required to be filed by the ~~Company~~ Depositor with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Representative shall deliver to the ~~Company five~~ Depositor a complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered Certificates~~ Securities that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. ~~Incorporated,~~ Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters"), the filing of which material is a condition of the relief granted in such ~~letter~~ letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets")~~. Each~~ ; prior to such delivery ~~of Computational Materials and Structural Term Sheets~~ by the Representative to the ~~Company pursuant~~ Depositor of such materials, the Representative shall notify, or cause to ~~this paragraph (a) shall~~ be ~~effected~~ notified, the Depositor or its counsel by ~~delivering four copies~~ telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to ~~counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company~~occur.

Appears in 1 contract

Samples: Underwriting Agreement (Deutsche Recreational Asset Funding Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the ~~Offered~~ Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ the Underwriter shall deliver to the Company five complete copies of all materials provided by ~~such~~ the Underwriter to prospective investors in such ~~Offered~~ Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to ~~Xxxxxx~~Kidder, ~~Xxxxxxx~~ Peabody Acceptance Corporation I, ~~Xxxxxx~~Kidder, Peabody & Co. ~~Incorporated~~Xxxxxporxxxx, ~~and Xxxxxx~~ xnd Kidder Structured Asset ~~Corporation~~ Xxxxxration and the no-action letter ~~dated May~~ datxx Xxx 27, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "~~Xxxxxx~~ Kidder Letters"), the filing of 19 which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Computational Materials and Structural Term Sheets. (a) On In -------------------------------------------------- accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company ~~five~~ one complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such Offered ~~Certificates that~~ Securities which constitute (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~~Kidder, ~~Xxxxxxx~~ Peabody Acceptance Corporation I, ~~Xxxxxx~~Kidder, Peabody & Co. ~~Incorporated~~Incxxxxxxtex, ~~and Xxxxxx~~ xxx Kidder Structured Asset ~~Corporation~~ Corxxxxxxon and the no-action letter dated ~~May 27~~Xxx 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "~~Xxxxxx~~ Kidder Letters"), the filing of which material is a condition of ~~the relief~~ thx xxxxef granted in such ~~letter~~ letters (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section ~~3 hereof and one copy of such materials to the Company~~10.

Appears in 1 contract

Samples: Underwriting Agreement (Firstplus Investment Corp)

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered ~~Certificates~~ Notes of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered ~~Certificates~~ Notes that constitute (i) "“Computational Materials" ” within the meaning of the no-action letter dated May 20, ~~1994~~ 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~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”), the filing of which material is a condition of the relief granted in such letter (such materials being the "“Computational Materials"”), and (ii) "“Structural Term Sheets" ” within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter"”), the filing of which material is a condition of the relief granted in such letter (such materials being the "“Structural Term Sheets"”). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company. (b) If, at any time when a prospectus relating to the Offered Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by any Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche LLP to furnish to the Company a letter, dated as of the date on which you deliver any Computational Materials or Structural Term Sheets to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials or Structural Term Sheets, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered Certificates~~ Securities of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ you and any other applicable Underwriter shall deliver to the ~~Company five complete copies~~ Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX filing format, a copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered Certificates that~~ Securities which constitute (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"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering ~~four copies~~ a copy of such materials to counsel for the Company on behalf of the Company at the address specified ~~in Section 3 hereof~~ by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Securities in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Securities in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Securities (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective 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 materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Computational Materials shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which such Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any particular prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Securities furnished to prospective investors shall include a disclaimer in the form described in paragraph (b) (iv) above. The Underwriters agree that they will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus or Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by an Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter 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. Such Underwriter will deliver an Officer's Certificate to the Company representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (e) or (ii) the Company reasonably determines that such filing is not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Appears in 1 contract

Samples: Underwriting Agreement (Financial Asset Securitization Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Computational Materials and Structural Term Sheets. (a) On In accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company ~~five~~ one complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such Offered ~~Certificates that~~ Securities which constitute (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~~Kiddxx, ~~Xxxxxxx Acceptance~~ Xxabxxx Xxxeptance Corporation I, ~~Xxxxxx~~Kiddxx, ~~Peabody~~ Xxabody & Co. 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 Letters~~Kiddxx Xxxters"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section ~~3 hereof and one copy of such materials to the Company~~10.

Appears in 1 contract

Samples: Underwriting Agreement (Firstplus Investment Corp)

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the ~~Current Report~~ applicable ABS Filing relating to the ~~Offered~~ Certificates of a Series is required to be filed by the ~~Company~~ Seller with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Representative shall deliver to the ~~Company five~~ Seller a complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. ~~Incorporated,~~ Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters"), the filing of which material is a condition of the relief granted in such ~~letter~~ letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets")~~. Each~~ ; prior to such delivery ~~of Computational Materials and Structural Term Sheets~~ by the Representative to the ~~Company pursuant~~ Seller of such materials, the Representative shall notify, or cause to ~~this paragraph (a) shall~~ be ~~effected~~ notified, the Seller or its counsel by ~~delivering four copies~~ telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to ~~counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company~~occur.

Appears in 1 contract

Samples: Underwriting Agreement (Deutsche Floorplan Receivables L P)

Computational Materials and Structural Term Sheets. (a) On In --------------------------------------------------- accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company ~~five~~ one complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such Offered ~~Certificates that~~ Securities which constitute (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"), the filing of which material is a condition of the relief granted in such ~~letter~~ letters (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section ~~3 hereof and one copy of such materials to the Company~~10.

Appears in 1 contract

Samples: Underwriting Agreement (Firstplus Investment Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ the Underwriter shall deliver to the Company five complete copies of all materials provided by ~~such~~ the Underwriter to prospective investors in such Offered Certificates ~~that~~ which constitute (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"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "~~Structural~~ structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 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 of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by the Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the related Offered Certificates in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to such Offered Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective 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 materials and is not responsible for the accuracy thereof, and otherwise in form and substance satisfactory to the Company. Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which the Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by the Underwriter and set forth in such Computational Materials. (d) The Underwriter acknowledges and agrees that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after January 20, 1995 included and shall include a disclaimer in the form described in paragraph (b) (iv) above. The Underwriter agrees that it will not represent to prospective investors that any Computational Materials or structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials or structural Term Sheets provided by the Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, the Underwriter 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 related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Underwriter makes no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to this paragraph (e) or (ii) the Company reasonably determines that such filing is not required under the Act and the Underwriter does not object as provided below. The Company shall give notice to the Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if the Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the ~~Current Report~~ applicable ABS Filing relating to the ~~Offered Certificates~~ Securities of a Series is required to be filed by the ~~Company~~ Depositor with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Representative shall deliver to the ~~Company five~~ Depositor a complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered Certificates~~ Securities that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. ~~Incorporated,~~ Incorporated and Xxxxxx Structured Asset Corporation and the ~~no-~~no- action letter dated May 27, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters"), the filing of which material is a condition of the relief granted in such ~~letter~~ letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets")~~. Each~~ ; prior to such delivery ~~of Computational Materials and Structural Term Sheets~~ by the Representative to the ~~Company pursuant~~ Depositor of such materials, the Representative shall notify, or cause to ~~this paragraph (a) shall~~ be ~~effected~~ notified, the Depositor or its counsel by ~~delivering four copies~~ telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to ~~counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company~~occur.

Appears in 1 contract

Samples: Underwriting Agreement (Deutsche Recreational Asset Funding Corp)

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the ~~Current Report~~ applicable ABS Filing relating to the ~~Offered~~ Certificates of a Series is required to be filed by the ~~Company~~ Transferor with the Commission pursuant to Section 5(b) hereof, ~~each Underwriter~~ the Representative shall deliver to the ~~Company five~~ Transferor and its counsel a complete ~~copies~~ copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. ~~Incorporated,~~ Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters"), the filing of which material is a condition of the relief granted in such ~~letter~~ letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets")~~. Each~~ ; prior to such delivery ~~of Computational Materials and Structural Term Sheets~~ by the Representative to the ~~Company pursuant~~ Transferor and its counsel of such materials, the Representative shall notify, or cause to ~~this paragraph (a) shall~~ be ~~effected~~ notified, the Transferor or its counsel by ~~delivering four copies~~ telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to ~~counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company~~occur.

Appears in 1 contract

Samples: Underwriting Agreement (CDF Financing LLC)

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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"”), the filing of which material is a condition of the relief granted in such letter (such materials being the "“Computational Materials"”), and (ii) "“Structural 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"”), the filing of which material is a condition of the relief granted in such letter (such materials being the "“Structural Term Sheets"”). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company. (b) If, at any time when a prospectus relating to the Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by any Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter shall prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance. (c) Each Underwriter shall cause Deloitte & Touche LLP to furnish to the Company a letter, dated as of the date on which you deliver any Computational Materials or Structural Term Sheets to the Company pursuant to Section 8(a) hereof, in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials or Structural Term Sheets, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Asset Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the ~~Offered~~ Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ~~each~~ you and any other applicable Underwriter shall deliver to the ~~Company five complete copies~~ Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an XXXXX filing format, a copy of all materials provided by ~~such Underwriter~~ the Underwriters to prospective investors in such ~~Offered~~ Certificates ~~that~~ which constitute (i) "Computational Materials," within the meaning of the no-action letter dated May 20, ~~1994~~ 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~~ Letter dated May 27, ~~1994~~ 1994, issued by the Division of Corporation Finance of the Commission to the ~~Public~~ public Securities Association (together, the "Xxxxxx Letters"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, ~~1995~~ 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), ) and the filing of ~~which~~ such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering ~~four copies~~ a copy of such materials to counsel for the Company on behalf of the Company at the address specified ~~in Section 3 hereof~~ by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials finished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Certificates in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective 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 materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from information regarding the characteristics of the Loans (except any information correcting such untrue information, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such corrected information or materials superseding or correcting such information). (c) Each Underwriter delivering Computational Materials shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which such Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any particular prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors shall include a disclaimer in the form described in paragraph (b)(iv) above. The Underwriters agree that they will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus or Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by an Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter 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, such Underwriter will deliver an Officer's Certificate to the Company representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such Underwriter will make no representation or warranty as to whether any such amendment or supplement will include any untrue statement resulting directly from any Loan Pool Error (except any Corrected Loan Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Loan Pool Error or materials superseding or correcting such Corrected Loan Pool Error). The Company shall have no obligation to file such amendment or supplement if (i) the Company determines that such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (e) or (ii) the Company reasonably determines that such filing is not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Appears in 1 contract

Samples: Underwriting Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Ge Capital Mortgage Services Inc)

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