Common use of Computational Materials Clause in Contracts

Computational Materials. The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriters: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the penultimate paragraph relating to the estimated fees and expenses and the last paragraph thereof) is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Prospectus. Trustee: Chase Manhattan Trust Company, National Association, will act as Trustee of the Trust.

Computational Materials. The Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriter: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the last paragraph thereof relating to estimated fees and expenses) is the only information furnished by the Underwriter for inclusion in the Registration Statement and the Prospectus. Trustee: Wells Fargo Bank Minnesota, National Association, will act as Trustee xx xxe Trust.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996)) disseminated by it in connection with the Underwritten Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by each Underwriter: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. Trustee: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, ,et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) , disseminated by it in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust. BLUE SKY QUALIFICATIONS: The Underwriters specify no jurisdictions and the parties do not intend to qualify the Underwritten Securities in any jurisdiction. The Company has agreed to pay all costs and expenses incurred in connection with the preparation of a blue sky survey to be delivered on or prior to the Closing Date. 3

Computational Materials. The (a) Not later than 10:30 a.m. New York City time, on the Business Day before the date on which the Current Report relating to the Notes is required to be filed by the Bank with the SEC pursuant to Section 4(m) hereof, each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes shall deliver to the Bank a complete copy of all materials, if any, provided by such Underwriter to prospective investors in such Notes which constitute "Collateral Term SheetsComputational Materials" (as such term is defined in within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe Xxxxxx issued by the Division of Corporation Finance of the SEC to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx & Xo. Incorporated, and Kiddxx Xxxuctured Asset Corporation, the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the SEC to the Public Securities Association dated and the no-action letter of February 17, 1995 issued by the SEC to the Public Securities Association (collectively, the "PSA Kiddxx/XXX Letters")) disseminated by it and the filing of which is a condition of the relief granted in connection with such letters (such materials being the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate severally and complete in all material respects not jointly represents and (ii) the Company's independent public accountants have determined that the Derived Information warrants to and agrees with the Computer TapeBank, to indemnify as of date hereof and hold harmless the Company, each as of the Company's officers and directors and each person who controls Closing Date, that the Company within Computational Materials furnished to the meaning of Bank by such Underwriter pursuant to Section 15 8(a) constitute (either in original, aggregated or consolidated form) all of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, materials furnished to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained prospective investors in the Derived Information prepared Notes by such Underwriter prior to the Underwriter and incorporated by reference into time of delivery thereof to the Registration Statement, or arise out of or Bank that are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make filed with the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount SEC with respect to the indemnities provided hereunder Notes in excess accordance with the Kiddxx/XXX Letters and such Computational Materials comply with the requirements of the underwriting discount Kiddxx/XXX Letters. Notwithstanding the foregoing, such Underwriter makes no representation or commission applicable warranty with respect to statements in any Computational Materials relating to the Underwritten Certificates purchased Financed Student Loans which were furnished by it hereunderor on behalf of the Bank to such Underwriter.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20Xxx 00, 1994 anx xx xhe Xxxxxx 0000 xxd to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; Certificates and (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996)Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The (a) Each Underwriter hereby represents and warrants that any agrees to provide to the Depositor no less than two business days prior to the date on which the Prospectus is 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 attached hereto (in such written or electronic format as Exhibit 1 required by the Depositor) with respect to the Certificates which constitutes all "Collateral Term Sheets" (Computational Materials", as such term is defined in the noCommission's No-action letters Action Letter, dated May 20, 1994, addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20Xxxxxx, 1994 anx xx xhe Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated February 17May 24, 1995 1994 (collectively, the "Xxxxxx/PSA LettersLetter")) disseminated by it , as well as the PSA Letter referred to below, and that is required to be filed as described in the Xxxxxx/PSA Letter. Each Underwriter shall comply with all applicable laws and regulations in connection with the Underwritten Certificates; all "Structural use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and "Computational Materials" disseminated by it in connection and, together with the Underwritten Certificates Xxxxxx/PSA Letter, the "No-Action Letters"). (b) The Underwriters shall provide to the Depositor, together with the information required to be provided to the Depositor pursuant to Section 8(a) or 8(c)(iii) hereof, a letter, in form and substance acceptable to the Depositor, of independent certified public accountants acceptable to the Depositor, stating in effect that such independent certified public accountants have performed certain specified procedures, all "Series of which have been agreed to by the Depositor, and that they have verified or confirmed, as appropriate, the financial, numerical or statistical information to be filed by the Depositor as part of the Computational Materials and ABS Term Sheets" Sheets and have found such information to be accurate without exception. Such letter will be obtained at the sole expense of the Underwriters. (i) The relevant Underwriter represents and warrants to, and covenants with, the Depositor that all information provided to the Depositor pursuant to this Section, as of the date such term information is defined so provided and as of the date such information is filed by the Depositor with the Commission will not include any untrue statement of a material fact and will not omit to state any material facts required to be stated therein or necessary in order to make the statements contained therein, in the no-action letter addressed light of the circumstances under which they were made, not misleading. (ii) The relevant Underwriter further covenants with the Depositor that if any Computational Materials or ABS Term Sheets required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the UnderwriterDepositor pursuant to Section 8(a) are determined to contain any information that is inaccurate or misleading, the term "Derived Information" means relevant Underwriter (whether or not such Computational Materials or ABS Term Sheets are provided to the Depositor or filed by the Depositor with the Commission) shall promptly prepare and deliver to the Depositor and each prospective investor which received such information, if any, in the Series corrected Computational Materials or ABS Term Sheets, as applicable. All information provided to the Depositor pursuant to this Section 8(c)(ii) shall be provided within the time periods set forth in Section 8(a) hereof. (iii) The Underwriters represent and warrant to the Depositor that the Underwriters have taken all necessary and required steps to ensure that no written material of any kind relating to the Certificates (or any certificates similar to the Certificates) will be delivered to potential investors other than Computational Materials or ABS Term Sheets required to be filed pursuant to the No-Action Letters and that all Computational Materials and ABS Term Sheets will be provided to the Depositor, and to ensure that all such Computational Materials and ABS Term Sheets are accurate and not misleading. (iv) The Underwriters covenant with the Depositor that all Computational Materials and ABS Term Sheets delivered to prospective investors shall contain a legend substantially to the following effect: "THIS INFORMATION IS FURNISHED TO YOU SOLELY BY [CREDIT SUISSE FIRST BOSTON CORPORATION] AND/OR THE OTHER UNDERWRITERS AND NOT BY [CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.] (THE "DEPOSITOR") OR ANY OF ITS AFFILIATES (OTHER THAN [CREDIT SUISSE FIRST BOSTON CORPORATION] IN ITS CAPACITY AS AN UNDERWRITER). THE UNDERWRITERS ARE NOT ACTING AS AGENTS FOR THE DEPOSITOR OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION." In the case of Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either such legend shall also include the following statement: "THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE CERTIFICATES AND [EXCEPT WITH RESPECT TO THE INITIAL COLLATERAL TERM SHEET PREPARED BY THE UNDERWRITER] SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [___________________] [NAME OF UNDERWRITER]." (id) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The relevant Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the CompanyDepositor, each of the CompanyDepositor's officers and directors and each person who controls the Company Depositor within the meaning of Section 15 of either the Securities Act of 1933, as amended (or the "Act"), Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act Act, the Exchange Act, or other Federal or State statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) are based on, result from or arise out of: (A) the relevant Underwriter's use or delivery to any prospective investor in the Certificates of any Computational Materials; (B) the relevant Underwriter's failure to comply with Sections 8(a) or 8(c); (C) the filing by the Depositor with the Commission of any information pursuant to the last sentence of Section 5(a); or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any information required to be delivered to the Derived Information prepared by the Underwriter and incorporated by reference into the Registration StatementDepositor pursuant to a Section 8(a) or 8(c)(ii) hereof, or arise out of or are based upon the omission or alleged omission to state in such Derived Information therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission)misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurredaction. The obligations of the such Underwriter under this paragraph Section shall be in addition to any liability which the such Underwriter may otherwise have. The procedures set forth in Section 7(c) and 7(d) shall be equally applicable to this Section. (e) Notwithstanding the provisions of this paragraphany other provision herein, (a) the Underwriter shall not be required to pay be responsible for any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable amount by which the total re-offering price at which the Certificates underwritten by it and distributed and offered to the Underwritten Certificates purchased public exceeds the amount paid hereunder by it hereunderthe Underwriter for the Certificates. For the purposes of this Section 8(e), each person, if any, who controls the Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Underwriter and each director of the Depositor, each officer of the Depositor who signed the Registration Statement, and each person, if any, who controls the Depositor within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Depositor and (b) the relevant Underwriter agrees to pay all costs and expenses of the Depositor incurred in connection with (i) the filing by the Depositor of any Computational Material or ABS Term Sheets with the Commission and (ii) any action by the Depositor against the relevant Underwriter to enforce any of its rights set forth in this Section, including, without limitation, legal fees and expenses.

Computational Materials. The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Not later than 4:00 p.m. New York City time, on the date on which Computational Materials (as defined below) are first used by an Underwriter, said Underwriter shall deliver to the Depositor electronically a complete copy of all materials, if any, provided by such term is defined Underwriter to prospective investors in such Notes which constitute "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe Xxxxxx issued by the Division of Corporation Finance of the SEC to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabody & Co. Incorporated, and Kiddxx Xxxuctured Asset Corporation, the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the SEC to the Public Securities Association dated and the no-action letter of February 17, 1995 issued by the SEC to the Public Securities Association (collectively, the "PSA Kiddxx/XXX Letters")) disseminated by it and the filing of which is a condition of the relief granted in connection with such letters (such materials being the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate severally and complete in all material respects not jointly represents and (ii) the Company's independent public accountants have determined that the Derived Information warrants to and agrees with the Computer TapeDepositor, to indemnify and hold harmless the Company, each as of the Company's officers date hereof and directors and each person who controls the Company within the meaning of Section 15 as of the Securities Act Closing Date, that the Computational Materials furnished to the Depositor by such Underwriter pursuant to this Section 10 constitute (either in original, aggregated or consolidated form) all of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, materials furnished to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained prospective investors in the Derived Information prepared Notes by such Underwriter prior to the Underwriter and incorporated by reference into time of delivery thereof to the Registration Statement, or arise out of or Depositor that are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make filed with the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount SEC with respect to the indemnities provided hereunder Notes in excess accordance with the Kiddxx/XXX Letters and such Computational Materials comply with the requirements of the underwriting discount Kiddxx/XXX Letters. To the Parties Identified On Schedule 1 Hereto ________________, 1999 Page 17 Notwithstanding the foregoing, such Underwriter makes no representation or commission applicable warranty with respect to statements in any Computational Materials relating to the Underwritten Certificates purchased Financed Student Loans which were furnished by it hereunderor on behalf of Resources or the Depositor to such Underwriter.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX LETTERS") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Xxxxxx Letters, the "PSA LettersNO-ACTION LETTERS"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (such materials, the "COMPUTATIONAL MATERIALS" and the "ABS TERM SHEETS," respectively); PROVIDED, HOWEVER, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this SECTION 8(a) shall be effected by delivering four copies of such materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. No Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this SUBSECTION (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing pursuant to SECTION 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (b) As of the date of this Agreement and as of the Specified Delivery Date, each of the Underwriters represents and warrants to, and agrees with, the Depositor and with each other Underwriter that: (i) the Computational Materials and ABS Term Sheets furnished to the Depositor pursuant to SECTION 8(a) above by such Underwriter, if any, constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter that is required to be filed with the Commission with respect to the Certificates in accordance with the No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets developed by such Underwriter with respect to such Certificates (or any written or electronic materials furnished to prospective investors on which such Computational Materials and ABS Term Sheets are based) were last furnished by such Underwriter to a prospective investor and on the date of delivery thereof to the Depositor pursuant to SECTION 8(a) above and on such Specified Delivery Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by Collateral Errors (other than Corrected Collateral Errors) or Depositor Mathematical Errors; (iii) such Underwriter will not represent to potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the Depositor; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to prospective investors on which the Computational Materials and ABS Term Sheets were based) shall bear a legend substantially in the form of EXHIBIT F or as otherwise reasonably approved by the Depositor in writing. (c) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; PROVIDED, HOWEVER, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. In the event that any Computational Materials and ABS Term Sheets that are required to be filed were based on assumptions with respect to the Mortgage Loans that are incorrect or that differ from the Master Tape in any material respect prior to the printing of the Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the information in the Master Tape and the final Certificate structuring assumptions, shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriters they would purchase all or any portion of the Certificates, and shall include such revised Computational Materials or ABS Term Sheets (marked "as revised") in the materials delivered to the Depositor pursuant to SECTION 8(a) above. (d) If, within the period during which a prospectus relating to the Certificates is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or, when read together with the Prospectus, a material omission, then (unless such material error or omission was corrected in the Prospectus) such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission ( which filing the Depositor shall so complete subject to its obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets disseminated by it contained any material error or, when read together with the Prospectus, any material omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. (e) Each Underwriter shall be deemed to have represented, as of the Specified Delivery Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to SECTION 8(a) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the Underwritten Certificates; all "Structural offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters. (f) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials and ABS Term Sheets" Sheets required to be delivered in accordance with SECTION 8(a) above, the Depositor shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Specified Delivery Date and "to take other appropriate actions in each case as necessary in order to allow the Depositor to comply with its agreement set forth in SECTION 5(a) to file the Computational Materials" disseminated Materials and ABS Term Sheets by the time specified therein. (g) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Terms Sheets prior to the date hereof in connection with the Underwritten Certificates offering of the Certificates, all of the conditions set forth in SUBSECTIONS (a), (c), (d) and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural f) of this SECTION 8 have been satisfied with respect thereto. (h) Computational Materials and ABS Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared be distributed by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal means in accordance with SEC Release No. 33-7233 or other expenses reasonably incurred by it in connection with investigating applicable laws or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderregulations.

Computational Materials. The Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriter: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the last paragraph relating to the estimated fees and expenses) is the only information furnished by the Underwriter for inclusion in the Registration Statement and the Final Prospectus. Trustee: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation IAcceptancx Xxxxorxxxxx X, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX LETTERS") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Xxxxxx Letters, the "PSA LettersNO-ACTION LETTERS"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (such materials, the "COMPUTATIONAL MATERIALS" and the "ABS TERM SHEETS," respectively); PROVIDED, HOWEVER, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this SECTION 8(a) shall be effected by delivering four copies of such materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. Neither Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this SUBSECTION (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing pursuant to SECTION 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (b) As of the date of this Agreement and as of the Specified Delivery Date, each of the Underwriters represents and warrants to, and agrees with, the Depositor and with each other Underwriter that: (i) the Computational Materials and ABS Term Sheets furnished to the Depositor pursuant to SECTION 8(a) above, if any, constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter that is required to be filed with the Commission with respect to the Certificates in accordance with the No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets with respect to such Certificates (or any written or electronic materials furnished to prospective investors on which such Computational Materials and ABS Term Sheets are based) were last furnished to each prospective investor and on the date of delivery thereof to the Depositor pursuant to SECTION 8(a) above and on such Specified Delivery Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by errors in the Mortgage Loan Seller's Information; (iii) such Underwriter will not represent to potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated by it the Depositor; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to prospective investors on which the Computational Materials and ABS Term Sheets were based) shall bear a legend substantially in the form of Exhibit A. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials and ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials and ABS Term Sheets are based), if any, included or will include any inaccurate statement resulting directly from any error contained in the Mortgage Loan Seller's Information. (c) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; PROVIDED that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. In the event that any Computational Materials and ABS Term Sheets that are required to be filed were based on assumptions with respect to the Mortgage Loans that are incorrect or that differ from the final Mortgage Loans or the Mortgage Loan Seller's Information in any material respect or were based on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Mortgage Loan Seller's Information and structuring assumptions, shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriters they would purchase all or any portion of the Certificates, and shall include such revised Computational Materials or ABS Term Sheets (marked "as revised") in the materials delivered to the Depositor pursuant to SECTION 8(a) above. (d) If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or omission, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the related Mortgage Loan Seller). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the Mortgage Loan Seller's Information. (e) Each Underwriter shall be deemed to have represented, as of the Specified Delivery Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to SUBSECTION (a) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the Underwritten Certificates; all "Structural offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters, and each Underwriter shall separately provide the Depositor with a certification to that effect on the Specified Delivery Date. (f) In the event of any delay in the delivery by either Underwriter to the Depositor of Computational Materials and ABS Term Sheets" Sheets required to be delivered in accordance with SUBSECTION (a) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to SECTION 5(a), the Depositor shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Specified Delivery Date and "to take other appropriate actions in each case as necessary in order to allow the Depositor to comply with its agreement set forth in SECTION 5(a) to file the Computational Materials" disseminated Materials and ABS Term Sheets by the time specified therein. (g) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Terms Sheets prior to the date hereof in connection with the Underwritten Certificates and offering of the Certificates, all "Series Term Sheets" of the conditions set forth in clauses (as such term is defined in the no-action letter addressed to Greenwood Trust Companyc), Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (id) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (iif) the Company's independent public accountants above have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount been satisfied with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderthereto.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX LETTERS") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Xxxxxx Letters, the "PSA LettersNO-ACTION LETTERS"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (such materials, the "COMPUTATIONAL MATERIALS" and the "ABS TERM SHEETS," respectively); PROVIDED, HOWEVER, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this SECTION 8(a) shall be effected by delivering four copies of such materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. No Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this SUBSECTION (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing pursuant to SECTION 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (b) As of the date of this Agreement and as of the Specified Delivery Date, each of the Underwriters represents and warrants to, and agrees with, the Depositor and with each other Underwriter that: (i) the Computational Materials and ABS Term Sheets furnished to the Depositor pursuant to SECTION 8(a) above by such Underwriter, if any, constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter that is required to be filed with the Commission with respect to the Certificates in accordance with the No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets developed by such Underwriter with respect to such Certificates (or any written or electronic materials furnished to prospective investors on which such Computational Materials and ABS Term Sheets are based) were last furnished by such Underwriter to a prospective investor and on the date of delivery thereof to the Depositor pursuant to SECTION 8(a) above and on such Specified Delivery Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by Collateral Errors (other than Corrected Collateral Errors) or Depositor Mathematical Errors; (iii) such Underwriter will not represent to potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the Depositor; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to prospective investors on which the Computational Materials and ABS Term Sheets were based) shall bear a legend substantially in the form of EXHIBIT F or as otherwise reasonably approved by the Depositor in writing. (c) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; PROVIDED, HOWEVER, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. In the event that any Computational Materials and ABS Term Sheets that are required to be filed were based on assumptions with respect to the Mortgage Loans that are incorrect or that differ from the Master Tape in any material respect prior to the printing of the Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the information in the Master Tape and the final Certificate structuring assumptions, shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriters they would purchase all or any portion of the Certificates, and shall include such revised Computational Materials or ABS Term Sheets (marked "as revised") in the materials delivered to the Depositor pursuant to SECTION 8(a) above. (d) If, within the period during which a prospectus relating to the Certificates is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or, when read together with the Prospectus, a material omission, then (unless such material error or omission was corrected in the Prospectus) such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission ( which filing the Depositor shall so complete subject to its obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets disseminated by it contained any material error or, when read together with the Prospectus, any material omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. (e) Each Underwriter shall be deemed to have represented, as of the Specified Delivery Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to SECTION 8(a) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the Underwritten Certificates; all "Structural offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters. (f) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials and ABS Term Sheets" Sheets required to be delivered in accordance with SECTION 8(a) above, the Depositor shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Specified Delivery Date and "to take other appropriate actions in each case as necessary in order to allow the Depositor to comply with its agreement set forth in SECTION 5(a) to file the Computational Materials" disseminated Materials and ABS Term Sheets by the time specified therein. (g) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Terms Sheets prior to the date hereof in connection with the Underwritten Certificates and offering of the Certificates, all "Series Term Sheets" of the conditions set forth in SUBSECTIONS (as such term is defined in the no-action letter addressed to Greenwood Trust Companya), Discover Card Master Trust I dated April 5(c), 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (id) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (iif) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount SECTION 8 have been satisfied with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderthereto.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Xxxxxx Letters, the "PSA No-Action Letters")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with and the Underwritten Certificates and all "Series ABS Term Sheets," (respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such term is defined materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. No Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this subsection (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this subsection (a)) for filing pursuant to Section 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corporation ICorporaxxxx X, et al. Xxxxxx, Peabody & Co. Incorporated xxx Xidxxx Xxxuctured Asset Corporatiox xxx the no-action letter dated May 2027, 1994 anx xx xhe Xxxxxx and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Kidder Letters") and (ii) "ABS Terx Xxxxts" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Kidder Letters, the "PSA LettersNo-Action Letxxxx")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with and the Underwritten Certificates and all "Series ABS Term Sheets," (respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such term is defined materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. Neither Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this subsection (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this subsection (a)) for filing pursuant to Section 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the related Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Xxxxxx Letters, the "PSA No-Action Letters")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with and the Underwritten Certificates and all "Series ABS Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company", Discover Card Master Trust I dated April 5respectively); provided, 1996). For purposes hereofhowever, as that any ABS Term Sheets are subject to the Underwriterreview and approval of the Depositor prior to their distribution to any prospective investors, the term "Derived Information" means and a copy of all such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural ABS Term Sheets and/or and Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheetsas are delivered to prospective investors shall, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraphforegoing delivery requirements, the Underwriter shall not be required to pay any amount with respect delivered to the indemnities provided hereunder in excess Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such materials to counsel for the Depositor on behalf of the underwriting discount or commission applicable Depositor and one copy of such materials to the Underwritten Certificates purchased by it hereunderDepositor.

Computational Materials. The Underwriter hereby represents (a) As soon as practicable and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term in no event later than 3:00 p.m. Dallas, Texas time three Business Days before the date on which the Final Prospectus relating to the Bonds of a Series is defined in required to be filed by the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection Company with the Underwritten Certificates; all "Structural Term Sheets" Commission pursuant to Rule 424 under the 1933 Act, you shall deliver to the Company five complete copies of (b) You represent and "Computational Materials" disseminated by it in connection warrant to and agree with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5as of the date of the related Terms Agreement and as of the Closing Date, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either that: (i) the Prospectus Supplement Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or Original Prospectus taking into account information incorporated therein consolidated form) all of the materials furnished to prospective investors by reference (other than information incorporated by reference from the Series Term SheetsUnderwriters prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the related Bonds in accordance with the Kiddxx Letter, Collateral Term Sheets, Structural Term Sheets and/or and such Computational Materials) or Materials comply with the requirements of the Kiddxx Xxxter; and (ii) on the date any computer tape such Computational Materials with respect to such Bonds (or any written or electronic materials furnished by 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 "Computer Tape"). The Underwriter agreesrelated Closing Date, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities Computational Materials (or actions in respect thereofmaterials) arise out of or are based upon did not and will not include any untrue statement of a material fact contained or, when read in conjunction with the Derived Information prepared by the Underwriter Final Prospectus and incorporated by reference into the Registration StatementProspectus Supplement, or arise out of or are based upon the omission or alleged omission omit to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, you make no representation or warranty as to whether any Computational Materials (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 Collateral Error (except any Corrected Mortgage Collateral Error, with respect to materials prepared after the receipt by you from the Company of notice of such Corrected Mortgage Collateral Error or materials superseding or correcting such Corrected Mortgage Collateral Error). (c) You acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials to any prospective investor, and agree that any Computational Materials with respect to any Series of Bonds furnished to prospective investors (d) If, at any time when a prospectus relating to the Bonds of a Series is required to be delivered under the 1933 Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials provided by you pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the Final Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the Final Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the 1933 Act or the rules thereunder, you promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. You represent and warrant to the Company, as of the date of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the Final Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to this paragraph (d)) or (ii) such filing is not required under the Act; provided that, in the light event the Company makes such a determination, it shall immediately notify you in writing of the circumstances under which they were madereasons for such determination; and, provided, further, that it shall file such amendment or supplement if you specifically confirm in writing to the Company that (A) such amendment or supplement does not contain any untrue statement of a material fact or, when read in conjunction with the Final Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by B) you are advising the Company to the Underwriter in writing file such amendment or through electronic transmission)supplement. (e) You will cooperate with, and agrees provide any information necessary to reimburse each the Independent Accountants so that they may complete and deliver their agreed-upon procedures letter described in Section 5(f) hereof in a timely manner so that such indemnified party for any legal or other expenses reasonably incurred letter may be delivered to the Company by it in connection with investigating or defending or preparing to defend any such lossnot later than 5:00 p.m. New York time, claim, damage, liability or action as such expenses are incurred. The obligations of on the Underwriter under this paragraph shall be in addition to any liability Business Day before the date on which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be Current Report described in Section 3(b) is required to pay any amount be filed with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderCommission.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corporation I, et alKidder, Peabodx & Xx. dated Xxxxxxxrated and Kidder Structured Xxxxx Corporation and the no-action lexxxx xated May 2027, 1994 anx xx xhe Xxxxxx and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Kidder Letters") and (ii) "ABS Term Sheets" within the mxxxxxx of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Kidder Letters, the "PSA No-Action Letters")) disseminated by it , and the Underwxxxxxx acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with and the Underwritten Certificates and all "Series ABS Term Sheets," (respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such term is defined materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. No Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this subsection (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this subsection (a)) for filing pursuant to Section 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the noEach Broker-action letters addressed Dealer which desires to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, furnish Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets and/or Computational Materials that is not contained to potential investors shall furnish fifteen (15) copies thereof and an electronic copy thereof in either Microsoft Word or Microsoft Excel format or such other electronic format suitable for conversion to EXXXX format to Txxxxxx Xxxxxxxx & Wood llp no later than 3:00 p.m. New York City time on the business day prior to the day on which these materials are required to be filed under the applicable No-Action Letter. In addition, each Broker-Dealer which has so furnished such materials hereby represents as to the materials it has furnished as follows: (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, The Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets and/or Computational Materials) or (ii) any computer tape so furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete such Broker-Dealer comply in all material respects and with the terms of the applicable No-Action Letter. (iib) the Company's independent public accountants have determined that the The Derived Information agrees with included in the Computer Tape, to indemnify and hold harmless Senior Underwriter Information or the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933Subordinate Underwriter Information, as amended (applicable, pursuant to the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any definitions thereof does not contain an untrue statement of a material fact contained or, when read in conjunction with the Derived Information prepared by the Underwriter and incorporated by reference into the Registration StatementProspectus as an integral document, or arise out of or are based upon the omission or alleged omission omit to state in such Derived Information a material fact required to be stated therein or necessary to make the statements thereinsuch statements, in the light of the circumstances under which they were made, not misleading (except misleading; provided, however, that no representation is made that the Prospectus (exclusive of such indemnity shall be available for Derived Information and the Senior Underwriter Information or the Subordinate Underwriter Information, as the case may be, provided by such Underwriter) does not include any lossesuntrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, claimsin light of the circumstances under which they were made, damages not misleading. (c) The materials so furnished contain customary legends regarding the assumptions on which they are based and the absence of assurances or liabilities, or actions in respect thereof representations as to the extent actual rate or timing of principal payments or prepayments on any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning of the Mortgage Loans or the Contracts provided performance characteristics of the Certificates, and a statement to the effect that the materials so furnished were prepared by the Company applicable Broker-Dealer in reliance on information regarding the Mortgage Loans furnished by the Issuer. (d) Neither IndyMac ABS nor any of its affiliates participated in the preparation of the Collateral Terms Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets other than by supplying the Seller Mortgage Loan Information to Broker-Dealer. (e) At or prior to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend time any such loss, claim, damage, liability or action as such expenses materials are incurred. The obligations of the Underwriter under this paragraph shall be in addition furnished to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraphIndyMac ABS for filing on Form 8-K, the Underwriter shall not be required Broker-Dealer furnishing such materials will provide to pay any amount IndyMac ABS and such Broker-Dealer a letter, in form and substance reasonably satisfactory to IndyMac ABS and such Broker-Dealer, of a firm of independent public accountants of national reputation to the effect that such accountants have performed certain specified procedures with respect to such materials and have found no exceptions, other than such exceptions as are acceptable to IndyMac ABS and the indemnities provided hereunder in excess Broker-Dealer. Fifty percent (50%) of the underwriting discount or commission applicable to costs and expenses of such letter will be paid by each of the Underwritten Certificates purchased by it hereunderBroker-Dealers obtaining the same and IndyMac ABS.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged ged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriters: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the penultimate paragraph relating to the estimated fees and expenses and the last paragraph thereof) is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Prospectus. Trustee: Chase Manhattan Trust Company, National Association, will act as Trustee of the Trust.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Xxxxxx Letters, the "PSA No-Action Letters")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with and the Underwritten Certificates and all "Series ABS Term Sheets," (respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such term is defined materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. Neither Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this subsection (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this subsection (a)) for filing pursuant to Section 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Xxxxxx Letters, the "PSA No-Action Letters")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with and the Underwritten Certificates and all "Series ABS Term Sheets," (respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such term is defined materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. Neither Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this subsection (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this subsection (a)) for filing pursuant to Section 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as such term is defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (collectivelytogether with the Xxxxxx Letters, the "PSA No-Action Letters"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (such materials, the "Computational Materials" and the "ABS Term Sheets," respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. No Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (a)) for filing pursuant to Section 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (b) As of the date of this Agreement and as of the Specified Delivery Date, each of the Underwriters represents and warrants to, and agrees with, the Depositor and with each other Underwriter that: (i) the Computational Materials and ABS Term Sheets furnished to the Depositor pursuant to Section 8(a) above by such Underwriter, if any, constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter that is required to be filed with the Commission with respect to the Certificates in accordance with the No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets developed by such Underwriter with respect to such Certificates (or any written or electronic materials furnished to prospective investors on which such Computational Materials and ABS Term Sheets are based) were last furnished by such Underwriter to a prospective investor and on the date of delivery thereof to the Depositor pursuant to Section 8(a) above and on such Specified Delivery Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by Collateral Errors (other than Corrected Collateral Errors) or Depositor Mathematical Errors; (iii) such Underwriter will not represent to potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the Depositor; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to prospective investors on which the Computational Materials and ABS Term Sheets were based) shall bear a legend substantially in the form of Exhibit F or as otherwise reasonably approved by the Depositor in writing. (c) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided, however, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. In the event that any Computational Materials and ABS Term Sheets that are required to be filed were based on assumptions with respect to the Mortgage Loans that are incorrect or that differ from the Master Tape in any material respect prior to the printing of the Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the information in the Master Tape and the final Certificate structuring assumptions, shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriters they would purchase all or any portion of the Certificates, and shall include such revised Computational Materials or ABS Term Sheets (marked "as revised") in the materials delivered to the Depositor pursuant to Section 8(a) above. (d) If, within the period during which a prospectus relating to the Certificates is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or, when read together with the Prospectus, a material omission, then (unless such material error or omission was corrected in the Prospectus) such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (which filing the Depositor shall so complete subject to its obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets disseminated by it contained any material error or, when read together with the Prospectus, any material omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. (e) Each Underwriter shall be deemed to have represented, as of the Specified Delivery Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to Section 8(a) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the Underwritten Certificates; all "Structural offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters. (f) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials and ABS Term Sheets" Sheets required to be delivered in accordance with Section 8(a) above, the Depositor shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Specified Delivery Date and "to take other appropriate actions in each case as necessary in order to allow the Depositor to comply with its agreement set forth in Section 5(a) to file the Computational Materials" disseminated Materials and ABS Term Sheets by the time specified therein. (g) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Terms Sheets prior to the date hereof in connection with the Underwritten Certificates and offering of the Certificates, all "Series Term Sheets" of the conditions set forth in subsections (as such term is defined in the no-action letter addressed to Greenwood Trust Companya), Discover Card Master Trust I dated April 5(c), 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (id) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (iif) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount Section 8 have been satisfied with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderthereto.

Computational Materials. The Each Underwriter hereby severally represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets," "Structural Term Sheets" and "Computational Materials" (as such term is terms are defined in the no-action letters addressed to KidderXxxxxx, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; and all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is terms are defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996)) disseminated by it in connection with the Underwritten Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act") (each, an "indemnified party"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement or omission or alleged omission therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriters: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the last paragraph thereof relating to estimated fees and expenses) is the only information furnished by the Underwriters for inclusion in the Registration Statement, the Prospectus or the Prospectus Supplement.

Computational Materials. The Underwriter Each underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-no- action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Computation Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages damages, or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust. 5 BLUE SKY QUALIFICATIONS. The Underwriters specify no jurisdictions and the parties do not intend to qualify the Underwritten Securities in any jurisdiction. The Company has agreed to pay all costs and expenses incurred in connection with the preparation of a blue sky survey to be delivered on or prior to the Closing Date.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx 1994, and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; Certificates and (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996)Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the any Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx and xx xhe xxe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten CertificatesCertifidates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, 3 Discover Card Master Trust I dated April 5, 1996)) disseminated by it in connection with the Underwritten Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The Each Underwriter hereby represents represents, warrants, covenants and warrants agrees with the Depositor that: (a) It either (A) has not provided any potential investor with a Collateral Term Sheet (that is required to be filed with the Commission within two business days of first use under the terms of the Public Securities Association Letter as described below), or (B) has, substantially contemporaneously with its first delivery of such Collateral Term Sheet to a potential investor, delivered such Collateral Term Sheet (in hard copy and on computer disk) to the Depositor or its counsel. (b) It either (A) has not provided any potential investor with a Structural Term Sheet, Series Term Sheets or Computational Materials, or (B) has promptly provided any such (c) Each Collateral Term Sheet bears a legend indicating that the information attached hereto as Exhibit 1 constitutes contained therein will be superseded by the description of the collateral contained in the Prospectus Supplement and, except in the case of the initial Collateral Term Sheet, that such information supersedes the information in all "prior Collateral Term Sheets" . (d) Each Structural Term Sheet, Series Term Sheet and all Computational Materials bear a legend substantially as follows (or in such term other form as may be agreed prior to the date of the this Agreement): This information does not constitute either an offer to sell or a solicitation of an offer to buy any of the securities referred to herein. Information contained herein is defined in the no-action letters addressed confidential and provided for information only, does not purport to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it be complete and should not be relied upon in connection with any decision to purchase the Underwritten Certificates; all "securities. This information supersedes any prior versions hereof and will be deemed to be superseded by any subsequent versions including, with respect to any description of the securities or the underlying assets, the information contained in the final Prospectus and accompanying Prospectus Supplement. Offers to sell and solicitations of offers to buy the securities are made only by the final Prospectus and the related Prospectus Supplement. (e) It (at its own expense) agrees to obtain and provide to the Depositor one or more accountants' letters relating to the Collateral Term Sheets, Structural Term Sheets" , Series Term Sheets and "Computational Materials" disseminated by it in connection with , which accountants' letters shall be addressed to the Underwritten Certificates Depositor. (f) It has not, and all "will not, without the prior written consent of the Depositor, provide any Collateral Term Sheets, Structural Term Sheets, Series Term Sheets" Sheets or Computational Materials to any investor after the date of this Agreement. (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the g) Any Series Term Sheets, Collateral Term SheetsSheet, Structural Term Sheets and/or Sheet, Series Term Sheet or Computational Materials that is do not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon contain any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission do not omit to state in such Derived Information a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (misleading, except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent that any such untrue statement misstatement or alleged untrue statement therein omission results directly from an error a Depositor Error (as defined in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmissionSection 8 below), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.