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

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 Asset 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 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"); prior to such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, the Depositor or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur.

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 XxxxxxKidder, Xxxxxxx Asset Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. Incorporated and Xxxxxx Incorpxxxxxx axx Xxxxer Structured Asset Corporation and Corporaxxxx xnd the no-action letter dated May 2700, 19940994, 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 rxxxxx 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 "STRUCTURAL TERM SHEETS"); prior to such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, the Depositor or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur.

Computational Materials and Structural Term Sheets. (a) Not As soon as practicable and in no event later than 5 p.m.3:00 p.m. Dallas, New York time, on the business day Texas time one Business Day before the date on which the applicable ABS Filing Final Prospectus relating to the Securities Bonds of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereofRule 424 under the 1933 Act, the Representative you shall deliver to the Depositor a Company five complete copy copies of all materials provided by the Underwriters you to prospective investors in such Securities 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, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKiddxx, Xxxxxxx Asset Xxabxxx Xxxeptance Corporation I, XxxxxxKiddxx, Peabody Xxabody & Co. Incorporated Incorporated, and Xxxxxx Structured Kiddxx Xxxuctured 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 LETTERSKiddxx Xxxters"), ) and the filing of which such material is a condition of the relief granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to such . Each delivery by the Representative of Computational Materials or Structural Terms Sheets to the Depositor of such materials, the Representative Company pursuant to this paragraph (a) shall notify, or cause to be notified, the Depositor or its counsel effected by telephone of its intention to deliver such materials and the approximate date on which such delivery delivering four copies of such materials is expected to occurcounsel for the Company at Andrxxx & Xurtx X.X.P., 1717 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, xx such other address specified by such counsel to you in writing, and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) Not later than 5 2:00 p.m., New York time, on the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Certificates of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereof, the Representative you and any other applicable Underwriter shall deliver to the Depositor Company, and unless otherwise agreed to by the Company, in a complete form reasonably convertible to an EDGAX xxxing format, a copy of all materials provided by the Underwriters to prospective investors in such Securities that Certificates 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 XxxxxxKiddxx, Xxxxxxx Asset Xxabody Acceptance Corporation I, XxxxxxKiddxx, Peabody Xxabxxx & Co. Incorporated Xo. Incorporated, and Xxxxxx Structured Kiddxx Xxxuctured 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 LETTERSKiddxx Xxxters"), ) and the filing of which such material is a condition of the relief granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural 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 a copy of such materials to counsel for the Company on behalf of the Company at the address specified 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 such the time of delivery by the Representative thereof to the Depositor of such materials, the Representative shall notify, or cause Company that are required to be notifiedfiled with the Commission with respect to the Offering of the Certificates in accordance with the Kiddxx Xxxters, and such Computational Materials comply with the Depositor requirements of the Kiddxx Xxxters; (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 its counsel by telephone Structural Term Sheets with respect to the Offering of its intention the Certificates (or any written or electronic materials furnished to deliver 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 approximate date 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 such delivery of such materials is expected to occur.the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 Asset 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"“Xxxxxx Letters”), the filing of which material is a condition of the relief granted in such letters (such materials being the "COMPUTATIONAL MATERIALS"“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"Letter”), the filing of which material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETS"“Structural Term Sheets”); prior to such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, the Depositor or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur. (b) Each Underwriter represents and warrants to and agrees with the Depositor, as of the date of the related Terms Agreement and as of the related Closing Date, that: (i) the Computational Materials furnished to the Depositor pursuant to Section 10(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 Securities in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; and (ii) the Structural Term Sheets furnished to the Depositor pursuant to Section 10(a) constitute all of the materials furnished to prospective investors by the 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 Securities in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter. (c) 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 and Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by the Underwriters pursuant to this Section 10 or the omission to state therein a material fact required, when considered in conjunction with the 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 ABS Filing relating to any Computational Materials or Structural Term Sheets to comply with the Act or the Rules and Regulations, the Representative promptly will prepare and furnish to the Depositor for filing with the Commission an amendment or supplement that will correct such statement or omission or an amendment which will effect such compliance.

Computational Materials and Structural Term Sheets. (a) Not later than 5 2:00 p.m., New York time, on the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Certificates of a Series is required to be filed by the Depositor with the Commission pursuant to Section 5(b) hereof, the Representative you and any other applicable Underwriter shall deliver to the Depositor Depositor, and unless otherwise agreed to by the Depositor, in a complete form reasonably convertible to an EDGAR filing format, a copy of all materials provided by the Underwriters Underwrixxxx to prospective investors in such Securities that Certificates 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 XxxxxxKidder, Xxxxxxx Asset Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. Incorporated Incorxxxxxxd, and Xxxxxx Kidder Structured Asset Corporation and the Corpoxxxxxx axx xxx no-action letter dated May 27Max 00, 1994, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX LETTERSKidder Letters"), ) and the filing of which such material is a condition of the relief thx xxxxef granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to such . Each delivery by the Representative of Computational Materials and Structural Term Sheets to the Depositor by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering a copy of such materialsmaterials to counsel for the Depositor on behalf of the Depositor at the address specified by the Depositor and one copy of such materials to the Depositor. (b) You and each other Underwriter, by virtue of its having executed and delivered the Representative related Terms Agreement, which shall notifyincorporate this Section 8(b) by reference, represents and warrants to and agrees with the Depositor, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Depositor pursuant to Section 8(a) constitute (either in original, aggregated or cause 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 notifiedfiled with the Commission with respect to the Offering of the Certificates in accordance with the Kidder Letters, and such Computational Materials comply with xxx xequirements of the Kidder Letters; (ii) the Structural Term Xxxxxx furnished to the Depositor 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 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 its counsel by telephone Structural Term Sheets with respect to the Offering of its intention the Certificates (or any written or electronic materials furnished to deliver 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 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 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 famished to prospective investors 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 approximate 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 Depositor 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 Depositor 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 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 such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Depositor 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 Tern 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 Depositor. (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 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. Such Underwriter will deliver an Officer's Certificate to the Depositor representing and warranting to the Depositor that, as of the date of delivery of such amendment or supplement to the Depositor, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to 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 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 (i) the Depositor 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 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 such Underwriter to the Depositor pursuant to this paragraph (e) or (ii) the Depositor reasonably determines that such filing is expected not required under the Act and such Underwriter does not object as provided below. The Depositor shall give notice to occursuch 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.

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 XxxxxxKidder, Xxxxxxx Asset Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. Incorporated Incorpxxxxxx and Xxxxxx Kidder Structured Asset Corporation Xxxxxration 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 LETTERSKidder Letters"), the filing of which material is a condition of the relief rxxxxx granted in such letters (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, the Depositor or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur.

Computational Materials and Structural Term Sheets. (a) -------------------------------------------------- Not later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor Seller with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor Seller a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 Asset 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 LETTERSXxxxxx Letters"), the filing of which material is a condition of the relief granted in such letters (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to such delivery by the Representative to the Depositor Seller of such materials, the Representative shall notify, or cause to be notified, the Depositor Seller or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur.

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m.10:30 a.m., New York time, on the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Offered Certificates of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereof, the Representative Underwriter shall deliver to the Depositor a Company five complete copy copies of all materials provided by the Underwriters Underwriter to prospective investors in such Securities that Offered Certificates 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 Asset 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 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 LETTERXxxxxx Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSComputational 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 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 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 delivery 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 Representative Underwriter prior to the Depositor 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 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 Representative shall notifyUnderwriter possessed, or cause to be notified, and on the Depositor or its counsel by telephone date of its intention to deliver such materials and the approximate date on which such 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 October 11, 1995 included and 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 expected not responsible for the contents or accuracy thereof. The Underwriter agrees that it will not represent to occurprospective 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 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.

Computational Materials and Structural Term Sheets. (a) Not later Each Underwriter agrees to provide to the Company no less than 5 p.m., New York time, on the two business day before days prior to the date on which the applicable ABS Filing relating to the Securities of a Series Prospectus is required proposed to be filed pursuant to Rule 424(b) under the Act, for the purpose of permitting the Company to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Depositor Company) with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver respect to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Securities that constitute (i) Notes which constitutes "Computational Materials" within ", as defined in the meaning of the noCommission's No-action letter Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission addressed to Xxxxxx, Xxxxxxx Asset Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation 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 LETTERSXxxxxx Letters"), the filing of which material is a condition of the relief granted in such letters (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to , such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, made not later than 10:30 a.m. New York on the Depositor or its counsel by telephone of its intention to deliver such materials and business day immediately following the approximate date on which such Computational Materials or Structural Term Sheets was first delivered to a prospective investors in the Notes. Each delivery of Computational Materials and Structural Term Sheets to the Company pursuant to this paragraph (a) shall be effected in accordance with Section 10. (b) Each Underwriter represents and warrants to and agrees with the Company, as of the date hereof and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials is expected furnished to occurprospective 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 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 Company 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 Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Notes in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the 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 Company pursuant to Section 8(a) and on the 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. Notwithstanding the foregoing, each 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 Receivable Pool Error.

Computational Materials and Structural Term Sheets. (a) Not later Each Underwriter agrees to provide to the Depositor no less than 5 p.m., New York time, on the two business day before days prior to the date on which the applicable ABS Filing relating to the Securities of a Series Prospectus is required proposed to be filed pursuant to Rule 424(b) under the Act, for the purpose of permitting the Depositor to comply with the filing requirement set forth herein, all information (in such written or electronic format as required by the Depositor Depositor) with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver respect to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Offered Securities that constitute (i) which constitutes "Computational Materials" within ", as defined in the meaning of the noCommission's No-action letter Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission addressed to Xxxxxx, Xxxxxxx Asset Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation 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 LETTERSXxxxxx Letters"), the filing of which material is a condition of the relief granted in such letters (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to , such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, made not later than 10:30 a.m. New York on the Depositor or its counsel by telephone of its intention to deliver such materials and business day immediately following the approximate date on which such Computational Materials or Structural Terms Sheets was first delivered to a prospective investors in the Offered Securities. Each delivery of such materials is expected to occur.Computational

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m., New York time, on On the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Offered Certificates of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereof, the Representative each Underwriter shall deliver to the Depositor a Company five complete copy copies of all materials provided by the Underwriters such Underwriter to prospective investors in such Securities 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 Asset Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated 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"“Xxxxxx Letters”), the filing of which material is a condition of the relief granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALS") “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"Letter”), the filing of which material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETS"“Structural Term Sheets”); prior to such . Each delivery by the Representative of Computational Materials and Structural Term Sheets to the Depositor Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materialsmaterials 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 Representative Offered Certificates of a Series is required to be delivered under the Act, it shall notifybe 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 be notifiedfurnish to the Company a letter, dated as of the Depositor or its counsel by telephone of its intention to deliver such materials and the approximate 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 delivery of Underwriter and set forth in such materials is expected to occurComputational Materials or Structural Term Sheets, as applicable.

Computational Materials and Structural Term Sheets. (a) Not -------------------------------------------------- later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 Asset 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 LETTERSXxxxxx Letters"), the filing of which material is a condition of the relief granted in such letters (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, the Depositor or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur.

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m.10:30 a.m., New York time, on the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Offered Certificates of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereof, the Representative Underwriters shall deliver to the Depositor a Company five complete copy copies of all materials provided by the Underwriters to prospective investors in such Securities that Offered Certificates 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 XxxxxxKidder, Xxxxxxx Asset Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. Incorporated Xx. Xncxxxxxxxed, and Xxxxxx Kidder Structured Asset Corporation Axxxx Xorporation and the no-action letter dated lettex xxxxd May 27, 1994, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX LETTERSKidder Letters"), ) and the filing of which such material is a condition of condixxxx xf the relief granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to such . Each delivery by the Representative of Computational Materials and Structural Term Sheets to the Depositor of such materials, the Representative Company pursuant to this paragraph (a) shall notify, or cause to be notified, the Depositor or its counsel effected by telephone of its intention to deliver such materials and the approximate date on which such delivery delivering four copies of such materials is expected to occurcounsel 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.

Computational Materials and Structural Term Sheets. (a) Not later than 5 2:00 p.m., New York time, on the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Certificates of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereof, the Representative you and any other applicable Underwriter shall deliver to the Depositor Company, and unless otherwise agreed to by the Company, in a complete form reasonably convertible to an EDGAR filing format, a copy of all materials xxxxxials provided by the Underwriters to prospective investors in such Securities that Certificates 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 XxxxxxKidder, Xxxxxxx Asset Corporation IPeabody Acceptance Corporatxxx X, XxxxxxKidder, Peabody & Co. Incorporated and Xxxxxx Structured Incorporated, xxx Xidxxx Xxxuctured Asset Corporation and the xxx xhe 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 LETTERSKidder Letters"), ) and the filing of which material xxxx xaterial is a condition of the relief granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural 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 a copy of such materials to counsel for the Company on behalf of the Company at the address specified 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 such the time of delivery by the Representative thereof to the Depositor of such materials, the Representative shall notify, or cause Company that are required to be notifiedfiled with the Commission with respect to the Offering of the Certificates in accordance with the Kidder Letters, and such Computatioxxx Xxterials comply with the Depositor requirements of the Kidder Letters; (ii) xxx 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 its counsel by telephone Structural Term Sheets with respect to the Offering of its intention the Certificates (or any written or electronic materials furnished to deliver 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 approximate 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 expected not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to occursuch 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.

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 Asset Corporation I, XxxxxxKidder, Peabody Securities Trust Inx. X, Kixxxx, Xeabody & Co. Incorporated and Xxxxxx xxx Xxdder Structured Asset Corporation and the xxx xhe no-action letter dated May 27, 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX KIDDER LETTERS"), the filing of which material whixx xxxerial is a condition of the relief 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 "STRUCTURAL TERM SHEETS"); prior to such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, the Depositor or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur.

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m.10:30 a.m., New York time, on the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Offered Certificates of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereof, the Representative Underwriters shall deliver to the Depositor a Company five complete copy copies of all materials provided by the Underwriters to prospective investors in such Securities that Offered Certificates 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 XxxxxxKidder, Xxxxxxx Asset Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. Incorporated and Xxxxxx Incorporxxxx, anx Xxxxxr Structured Asset Corporation and Corporatxxx xxd the no-action letter dated May 2720, 1994, 0004 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX LETTERSKidder Letters"), ) and the filing of which such material is a condition of the relief rxxxxx granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to such . Each delivery by the Representative of Computational Materials and Structural Term Sheets to the Depositor of such materials, the Representative Company pursuant to this paragraph (a) shall notify, or cause to be notified, the Depositor or its counsel effected by telephone of its intention to deliver such materials and the approximate date on which such delivery delivering four copies of such materials is expected to occurcounsel 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.

Computational Materials and Structural Term Sheets. (a) Not later Each Underwriter agrees to provide to the Depositor no less than 5 p.m., New York time, on the one business day before prior to the date on which the applicable ABS Filing relating to the Securities of a Series Prospectus is required proposed to be filed pursuant to Rule 424(b) under the Act, for the purpose of permitting the Depositor to comply with the filing requirement set forth in Section 7(i), all information (in such written or electronic format as required by the Depositor Depositor) with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver respect to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Offered Securities that constitute (i) which constitutes "Computational Materials" within ", as defined in the meaning of the no-action letter Commission's No- Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission addressed to Xxxxxx, Xxxxxxx Asset Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation 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 LETTERSXxxxxx Letters"), the filing of which material is a condition of the -------------- relief granted in such letters (such materials being the "COMPUTATIONAL MATERIALSComputational ------------- 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 LETTERLetter"), ) and the filing of which such material is a condition of the ---------- relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term --------------- Sheets"); prior to , such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, made not later than 10:30 a.m. New York on ------ the Depositor or its counsel by telephone of its intention to deliver such materials and business day immediately following the approximate date on which such Computational Materials or Structural Term Sheets was first delivered to a prospective investors in the Offered Securities. Each delivery of Computational Materials and Structural Terms Sheets to the Depositor pursuant to this paragraph (a) shall be effected in accordance with Section 10. (b) Each Underwriter represents and warrants to and agrees with the Depositor, as of the date hereof 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 is expected furnished to occurprospective 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 Offered Securities in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; and 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 Offered Securities in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter.

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 Asset Corporation Securities Trust Inc. 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 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"); prior to such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, the Depositor or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur.

Computational Materials and Structural Term Sheets. (a) Not later than 5 p.m., New York time, on the business day before the date on which the applicable ABS Filing relating to the Securities of a Series is required to be filed by the Depositor Seller with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver to the Depositor Seller a complete copy of all materials provided by the Underwriters to prospective investors in such Securities 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 XxxxxxKidder, Xxxxxxx Asset Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. Incorporated and Xxxxxx Incorpxxxxxx axx Xxxxer Structured Asset Corporation and Corporaxxxx xnd the no-action letter dated May 2700, 19940994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX LETTERSKidder Letters"), the filing of which material is a condition of the relief rxxxxx granted in such letters (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to such delivery by the Representative to the Depositor Seller of such materials, the Representative shall notify, or cause to be notified, the Depositor Seller or its counsel by telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to occur.

Computational Materials and Structural Term Sheets. (a) Not later than 5 2:00 p.m., New York time, on the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Certificates of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereof, the Representative you and any other applicable Underwriter shall deliver to the Depositor Company, and unless otherwise agreed to by the Company, in a complete form reasonably convertible to an EDGAR filing format, a copy of all materials provided by the Underwriters Undxxxxxters to prospective investors in such Securities that Certificates 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 XxxxxxKidder, Xxxxxxx Asset Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. Incorporated Xxxxxxorated, and Xxxxxx Kidder Structured Asset Corporation and Xxxxxxatxxx xxx 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 LETTERSKidder Letters"), ) and the filing of which such material is a condition of the xx xxx relief granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural 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 a copy of such materials to counsel for the Company on behalf of the Company at the address specified 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 such the time of delivery by the Representative thereof to the Depositor of such materials, the Representative shall notify, or cause Company that are required to be notifiedfiled with the Commission with respect to the Offering of the Certificates in accordance with the Kidder Letters, and such Computational Materials comply witx xxx requirements of the Depositor Kidder Letters; (ii) the Structural Term Sheets fxxxxxxed 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 its counsel by telephone Structural Term Sheets with respect to the Offering of its intention the Certificates (or any written or electronic materials furnished to deliver 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 famished 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 approximate 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 Tern 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 riles thereunder, such Underwriter promptly will prepare and furxxxx 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 expected not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to occursuch 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.

Computational Materials and Structural Term Sheets. (a) Not later than 5 2:00 p.m., New York time, on the business day before the date on which the applicable ABS Filing Current Report relating to the Securities Certificates of a Series is required to be filed by the Depositor Company with the Commission pursuant to Section 5(b) hereof, the Representative you and any other applicable Underwriter shall deliver to the Depositor Company, and unless otherwise agreed to by the Company, in a complete form reasonably convertible to an EDGAR filing format, a copy of all materials provided by the Underwriters to Underwritxxx xo prospective investors in such Securities that Certificates 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 XxxxxxKidder, Xxxxxxx Asset Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. Incorporated Incorpxxxxxx, and Xxxxxx Kidder Structured Asset Corporation and the noCorporxxxxx anx xxx xo-action letter dated May 2700, 1994, 0994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX LETTERSKidder Letters"), ) and the filing of which such material is a condition of the relief xxxxxf granted in such letters letter (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural 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 a copy of such materials to counsel for the Company on behalf of the Company at the address specified 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 such the time of delivery by the Representative thereof to the Depositor of such materials, the Representative shall notify, or cause Company that are required to be notifiedfiled with the Commission with respect to the Offering of the Certificates in accordance with the Kidder Letters, and such Computational Materials comply with the Depositor xequirements of the Kidder Letters; (ii) the Structural Term Sheets furnisxxx xx 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 its counsel by telephone Structural Term Sheets with respect to the Offering of its intention the Certificates (or any written or electronic materials furnished to deliver 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 approximate 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 expected not required under the Act and such Underwriter does not object as provided below. The Company shall give notice to occursuch 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.

Computational Materials and Structural Term Sheets. [Note: This section will be revamped post-effectiveness of Regulation AB] (a) Not later The Representative agrees to provide to the Depositor no less than 5 p.m., New York time, on the two business day before days prior to the date on which the applicable ABS Filing relating to the Securities of a Series Prospectus is required proposed to be filed pursuant to Rule 424(b) under the Act, for the purpose of permitting the Depositor to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Depositor Depositor) prepared by it with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver respect to the Depositor a complete copy related Series of all materials provided by the Underwriters to prospective investors in such Securities that constitute Notes which constitutes [(i) "”Computational Materials" within ”, as defined in the meaning of the noCommission’s No-action letter Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission addressed to Xxxxxx, Xxxxxxx Asset Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation 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"“Xxxxxx Letters”), the filing of which material materials is a condition of the relief granted in such letters (such materials being the "COMPUTATIONAL MATERIALS") “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"), Letter”) and the filing of which material such materials is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETS"“Structural Term Sheets”); prior ], [Note: Following the effectiveness of Regulation AB, this will change to ABS Information and Computational Material” as defined under Regulation AB] such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, made not later than 10:30 a.m. New York time on the Depositor or its counsel by telephone of its intention to deliver such materials and business day immediately following the approximate date on which such Computational Materials or Structural Term Sheets was first delivered to prospective investors in the Notes. Each delivery of Computational Materials and Structural Term Sheets to the Depositor pursuant to this paragraph (a) shall be effected in accordance with Section 10. (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 is expected furnished to occurprospective 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] [Regulation AB], and such Computational Materials comply with the requirements of the [Xxxxxx Letters] [Regulation AB]; (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 Notes in accordance with the [PSA Letter] [Regulation AB], and such Structural Term Sheets comply with the requirements of the [PSA Letter] [Regulation AB]; and (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. Notwithstanding the foregoing, no Underwriter makes any 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.

Computational Materials and Structural Term Sheets. (a) Not later Each Underwriter agrees to provide to the Depositor no less than 5 p.m., New York time, on the one business day before prior to the date on which the applicable ABS Filing relating to the Securities of a Series Prospectus is required proposed to be filed pursuant to Rule 424(b) under the Act, for the purpose of permitting the Depositor to comply with the filing requirement set forth in Section 7(i), all information (in such written or electronic format as required by the Depositor Depositor) with the Commission pursuant to Section 5(b) hereof, the Representative shall deliver respect to the Depositor a complete copy of all materials provided by the Underwriters to prospective investors in such Offered Securities that constitute (i) which constitutes "Computational Materials" within ", as defined in the meaning of the no-action letter Commission's No- Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission addressed to Xxxxxx, Xxxxxxx Asset Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation 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 LETTERSXxxxxx Letters"), the filing of which material is a condition of the relief granted in such letters (such materials being the "COMPUTATIONAL MATERIALSComputational 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 LETTERLetter"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "STRUCTURAL TERM SHEETSStructural Term Sheets"); prior to , such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be notified, made not later than 10:30 a.m. New York on the Depositor or its counsel by telephone of its intention to deliver such materials and business day immediately following the approximate date on which such Computational Materials or Structural Term Sheets was first delivered to a prospective investors in the Offered Securities. Each delivery of Computational Materials and Structural Terms Sheets to the Depositor pursuant to this paragraph (a) shall be effected in accordance with Section 10. (b) Each Underwriter represents and warrants to and agrees with the Depositor, as of the date hereof 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 is expected furnished to occurprospective 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 Offered Securities in accordance with the Xxxxxx Letters, and such Computational Materials comply with the requirements of the Xxxxxx Letters; and 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 Offered Securities in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter.