Common use of Computational Materials Clause in Contracts

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. (a) It Not later than 10:30 a.m. New York time, on the business day before the date on which the Current Report relating to the Offered Certificates is understood that required to be filed by the Underwriters may prepare and provide Depositor with the Commission pursuant to Section 5(m) hereof, each Underwriter shall deliver to the Depositor five complete copies of all materials, if any, provided by such Underwriter to prospective investors certain in such Offered Certificates which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated Incorporated, and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies delivery of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Depositor pursuant to subsection this paragraph (a)(iiia) above, such Underwriter shall be deemed effected by delivering four copies of such materials to have represented, as counsel for the Depositor on behalf of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering Depositor and one copy of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter such materials to the Sponsor of all Depositor. The Computational Materials required so delivered shall be accompanied by a letter from KPMG Peat Marwick LLP, addressed to be delivered the Depositor and the Representative, in accordance form and substance reasonably satisfactory to the Depositor and the Representative, to the effect that KPMG Peat Marwick LLP have performed certain agreed upon procedures with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or respect to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinas a result of which they have determined that such Computational Materials are mathematically correct. (b) The Sponsor shall file Each Underwriter that so delivers Computational Materials represents and warrants to and agrees with the Depositor, as of date hereof and as of the Closing Date, that: (i) on the date any such Computational Materials with respect to the Offered Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 7(a), any Underwriter Derived Information (defined below), assuming the accuracy of the related Depositor Provided Information, included therein did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Prospectus and a prospectus supplement relating to the Offered Certificates, did not and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the Computational Materials (if any) provided to it by contain customary legends and are in substantially the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant same form as previously furnished to the Xxxxxx/PSA LettersDepositor.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials 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 defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "Xxxxxx/PSA 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 (together with the Xxxxxx Letters, the "No-Action Letters"). , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (ii) As used hereinsuch materials, the "Computational Materials" and the term "ABS Term Sheets," shall have respectively); provided, however, that any ABS Term Sheets are subject to the meanings given review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such terms in the Xxxxxx/PSA Letters, but shall include only those ABS Term Sheets and Computational Materials that have been prepared or as are delivered to prospective investors by or at shall, in addition to the direction foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, and ABS Term Sheets to the extent Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such forms have not previously been approved by materials to counsel for the Sponsor for use by Depositor on behalf of the Depositor and one copy of such Underwritermaterials to the Depositor. Each No Underwriter shall provide to any investor or prospective investor in the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Certificates any Computational Materials that are to be filed with or ABS Term Sheets on or after the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All day on which Computational Materials described in this subsection (a)(iii) must or ABS Term Sheets are required to be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required Depositor pursuant to the terms this subsection (a) (other than copies of this Agreement. (iv) If an Underwriter does not provide the Computational Materials or ABS Term Sheets previously submitted to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission Depositor in accordance with the Xxxxxx/PSA Letters. this subsection (va)) In the event of any delay in for filing pursuant to Section 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the a Prospectus to investors such investor or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinprospective investor. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Nelnet Funding's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Pexxxxx & Co. Incorporated and Xxxxxx Kidder Structured Asset CorporationXxxxoration, as made applicable to applicaxxx xx other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "XxxxxxKidder/PSA Letters"). (ii) As used herein, "Computational Xxxxxtational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the XxxxxxKidder/PSA Letters, but shall include only those Computational Comxxxxxxonal Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Nelnet Funding with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Nelnet Funding for use by such Underwriter. Each Underwriter shall provide to the SponsorNelnet Funding, for filing on Form 8-K as provided in Section 9(b11(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the XxxxxxKidder/PSA Letters. Each Underwriter may provide copies of copxxx xx the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Nelnet Funding not later than 10:00 a.m.A.M., New York Colorado time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Nelnet Funding pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the XxxxxxKidder/PSA Letters. (v) In the event of any delay xxxxx in the delivery by an Underwriter to the Sponsor Nelnet Funding of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Nelnet Funding shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Nelnet Funding to comply with its agreement set forth in Section 9(b11(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Nelnet Funding shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii11(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the XxxxxxKidder/PSA Letters.

Computational Materials. (a) It is understood that Not later than 10:30 a.m., New York City time, on the date hereof, the Underwriters may prepare and provide shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors certain in the Securities which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Incxxxxxxtex, xxx Kidder Structured Asset CorporationCorxxxxxxon and the no-action letter dated Xxx 00, as made applicable to other issuers and underwriters 1994 issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "Xxxxxx/PSA Kidder Letters"). ) and the filing of such material is a condition of xxx xxlief granted in such letter (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies delivery of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection this paragraph (a)(iiia) above, such Underwriter shall be deemed effected by delivering four copies of such materials to have represented, as counsel for the Company on behalf of the applicable Closing Date, that it did not provide any prospective investors with any information Company at the address specified in written or electronic form in connection with the offering Section 13 hereof and one copy of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter such materials to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinCompany. (b) The Sponsor shall file Underwriters represent and warrant to and agree with the Company, as of the date hereof and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 10(a) constitute (if anyeither in original, aggregated or consolidated form) provided all of the materials furnished to it prospective investors by the Underwriter Underwriters prior to the time of delivery thereof to the Company with respect to the Securities in accordance with the Kidder Letters, and such Computational Materials comply with the xxxuirements of the Kidder Letters; (ii) on the date any such Computational Xxxxxxals with respect to the Securities (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 10(a) and on the Closing Date, such Computational Materials (or materials) did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Final Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) at the time any Computational Materials (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) with respect to the Securities were furnished to a prospective investor and on the date hereof, the Underwriters possessed, and on the date of delivery of such materials to the Company pursuant to this Section 10 and on the Closing Date, the Underwriters will possess, the capability, knowledge, expertise, resources and systems of internal control necessary to ensure that such Computational Materials conform to the representations and warranties of the Underwriters contained in subparagraphs (i) and (ii) above of this paragraph (b); and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such Computational Materials, is not responsible for the accuracy thereof and has not authorized the dissemination thereof. Notwithstanding the foregoing, the Underwriters 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 Initial Collateral Error (except any Corrected Initial Collateral Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected Initial Collateral Error or materials superseding or correcting such Corrected Initial Collateral Error). (c) The Underwriters 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 the Securities furnished to prospective investors shall include a disclaimer in the form set forth in paragraph (b)(iv) above. The Underwriters agree that they will not represent to investors that any Computational Materials were prepared or disseminated on behalf of the Company. (d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, it shall be necessary to amend or supplement the Final Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials provided by the Underwriters pursuant to this Section 9(a)(iii) 10 or the omission to state therein a material fact required, when considered in conjunction with the Final Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the Final Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the Act or the rules thereunder, the Underwriters, at their expense, promptly will prepare and furnish to the Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Underwriters represent and warrant to the Company, as of the date of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the Final Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the Final Prospectus, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriters to the Company pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on this paragraph (d) or (ii) such filing is not required under the date required pursuant Act. (e) The Underwriters (at their own expense) further agree to provide to the Xxxxxx/PSA LettersCompany any accountants' letters obtained relating to the Computational Materials, which accountants' letters shall be addressed to the Company or shall state that the Company may rely thereon; provided that the Underwriters shall have no obligation to procure such letter.

Computational Materials. Each Underwriter which desires to furnish Computational Materials to the Company shall furnish [two (2)] copies thereof[, together with a computer diskette therefor in EDGAX xxxmat,] to Tobix & Xobix xx later than 3:00 p.m. New York City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Underwriter which has so furnished Computational Materials to the Company hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Underwriter include all Computational Materials prepared by such Underwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the No-Action Letter a Class of May 20, 1994 Bonds that is actually issued and purchased by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters").an Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each in the case of each prospective investor that has orally indicated to such Underwriter shall provide that it will purchase all or a portion of the Sponsor with representative forms Class of all Bonds to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Bonds is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant time that the structure of the Bonds is finalized where such investors have not indicated to subsection (a)(iii) above, such Underwriter shall be deemed their intention to have represented, as purchase the Class or Classes of the applicable Closing Date, that it did not provide any prospective investors with any information Bonds described in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Underwriter Information pursuant to the definition thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Underwriter Information provided by such Underwriter) does not include any untrue statement of a material fact and does not omit to state any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the [Pledged Mortgages] or the performance characteristics of the Bonds, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the applicable Underwriter under Section 9(a)(iiiin reliance on information regarding the [Pledged Mortgages] furnished by the Company. (d) with Neither the Commission pursuant Company nor any of its affiliates participated in the preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Underwriter. (e) At or prior to the time any Computational Materials are furnished to the Company for filing on the Form 8-K no later than 5:30 p.m.K, New York time, on the date required pursuant Underwriter furnishing such Computational Materials will provide to the Xxxxxx/PSA LettersCompany and such Underwriter a letter, in form and substance reasonably satisfactory to the Company and such Underwriter, 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 Computational Materials and have found no exceptions, other than such exceptions as are acceptable to the Company and the Underwriter. The costs and expenses of such letter will be borne by _________.

Computational Materials. (a) It Not later than 10:30 a.m. New York time, on the business day before the date on which the Current Report relating to the Securities is understood that required to be filed by the Underwriters may prepare and provide Seller with the Commission pursuant to Section 5(m) hereof, each Underwriter shall deliver to the Seller five complete copies of all materials, if any, provided by such Underwriter to prospective investors certain in such Securities which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated Incorporated, and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies delivery of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Seller pursuant to subsection this paragraph (a)(iiia) above, such Underwriter shall be deemed effected by delivering four copies of such materials to have represented, as counsel for the Seller on behalf of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering Seller and one copy of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter such materials to the Sponsor of all Seller. The Computational Materials required so delivered shall be accompanied by a letter from KPMG Peat Marwick LLP, addressed to be delivered the Seller and the Representative, in accordance form and substance reasonably satisfactory to the Seller and the Representative, to the effect that KPMG Peat Marwick LLP have performed certain agreed upon procedures with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or respect to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinas a result of which they have determined that such Computational Materials are mathematically correct. (b) The Sponsor shall file Each Underwriter that so delivers Computational Materials represents and warrants to and agrees with the Seller, as of date hereof and as of the Closing Date, that: (i) on the date any such Computational Materials with respect to the Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Seller pursuant to Section 7(a), any Underwriter Derived Information (defined below) included therein did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Prospectus and a prospectus supplement relating to the Securities, did not and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the Computational Materials (if any) provided to it by contain customary legends and are in substantially the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant same form as previously furnished to the Xxxxxx/PSA LettersSeller.

Computational Materials. (a) It 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 understood that required to be filed by the Underwriters may prepare and provide Bank with the SEC pursuant to Section 4(m) hereof, each Underwriter shall deliver to the Bank electronically a complete copy of all materials, if any, provided by such Underwriter to prospective investors certain in such Notes which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Commission Division of Corporation Finance of the SEC to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx Peabody & Co. Incorporated Incorporated, and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Commission in response Division of Corporation Finance of the SEC to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide severally and not jointly represents and warrants to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed and agrees with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedBank, as of the applicable date hereof and as of the Closing Date, that it did not provide any the Computational Materials furnished to the Bank by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors with any information in written or electronic form in connection with the offering of the Notes by such Underwriter prior to the time of delivery thereof to the Bank that is are required to be filed with the Commission SEC with respect to the Notes in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Letters and such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to requirements of the Xxxxxx/PSA Letters. Notwithstanding the foregoing, such Underwriter makes no representation or warranty with respect to statements in any Computational Materials relating to the Financed Student Loans which were furnished by or on behalf of the Bank to such Underwriter.

Computational Materials. Each Underwriter which desires to furnish Computational Materials to BSABS shall furnish copies thereof, in both printed and electronic format, to Stroock & Stroock & Xxxxx LLP no later than 10:00 a.m. New York City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Underwriter which has so furnished Computational Materials to BSABS hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Underwriter include all Computational Materials prepared by such Underwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the No-Action Letter a Class of May 20, 1994 Certificates that is actually issued and purchased by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters").an Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each in the case of each prospective investor that has orally indicated to such Underwriter shall provide that it will purchase all or a portion of the Sponsor with representative forms Class of all Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Certificates is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant time that the structure of the Certificates is finalized where such investors have not indicated to subsection (a)(iii) above, such Underwriter shall be deemed their intention to have represented, as purchase the Class or Classes of the applicable Closing Date, that it did not provide any prospective investors with any information Certificates described in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Underwriters Information, pursuant to the definition thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Underwriters Information) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the applicable Underwriter under Section 9(a)(iiiin reliance on information regarding the Mortgage Loans furnished by BSABS or the Seller on its behalf. (d) with Neither BSABS nor any of its affiliates participated in the Commission pursuant preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Underwriter. (e) At or prior to the time any Computational Materials are furnished to BSABS for filing on the Form 8-K no later than 5:30 p.m.K, New York timethe Underwriter furnishing such Computational Materials will provide to BSABS and such Underwriter a letter, on the date required pursuant in form and substance reasonably satisfactory to BSABS and such Underwriter, of a firm of independent public accountants of national reputation to the Xxxxxx/PSA Letterseffect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to BSABS and the Underwriter.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Pexxxxx & Co. Incorporated and Xxxxxx Kidder Structured Asset CorporationXxxxoration, as made applicable to applicaxxx xx other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "XxxxxxKidder/PSA Letters"). (ii) As used herein, "Computational Xxxxxtational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the XxxxxxKidder/PSA Letters, but shall include only those Computational Comxxxxxxonal Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b11(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the XxxxxxKidder/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Company not later than 10:00 a.m.A.M., New York Colorado time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the XxxxxxKidder/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in Section 9(b11(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii11(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the XxxxxxKidder/PSA Letters.

Computational Materials. (a) It is understood that Not later than 4:00 p.m. New York City time, on the Underwriters may prepare and provide to prospective investors certain date on which Computational Materials (as defined below) are first used by an Underwriter, said Underwriter shall deliver to the Bank electronically a complete copy of all materials, if any, provided by such Underwriter to prospective investors in connection with such Notes which constitute "Computational Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Commission Division of Corporation Finance of the SEC to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Inxxxxxxatxx, xxx Kidder Structured Asset CorporationCoxxxxxxion, as made applicable to other issuers and underwriters the no-action letter dated Max 00, 1994 issued by the Commission in response Division of Corporation Finance of the SEC to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (collectively, the "XxxxxxKidder/PSA Letters"). ) and the filing of which is a condition of the xxxxxf granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide severally and not jointly represents and warrants to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed and agrees with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedBank, as of the applicable date hereof and as of the Closing Date, that it did not provide any the Computational Materials furnished to the Bank by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors with any information in written or electronic form in connection with the offering of the Notes by such Underwriter prior to the time of delivery thereof to the Bank that is are required to be filed with the Commission SEC with respect to the Notes in accordance with the XxxxxxKidder/PSA Letters and such Computational Materials comply with thx xxxxirements of the Kidder/PSA Letters. (v) In . Notwithstanding the event of foregoing, such Xxxxxxriter makes no representation or warranty with respect to statements in any delay in the delivery by an Underwriter Computational Materials relating to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release Financed Student Loans which were furnished by or on behalf of the Prospectus to investors or Bank to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. The Underwriter that desires to furnish Computational Materials to investors shall furnish two (2) copies thereof, or deliver by electronic transmission, as applicable, to or at the direction of Xxxxx & Xxxxx no later than 3:00 p.m. New York City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, the Underwriter which has so furnished Computational Materials to the Depositor hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with so furnished by the offering of Underwriter include all Computational Materials prepared by the Notes, subject to the following conditionsUnderwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with characteristics of the use of Computational Materials including the No-Action Letter of May 20, 1994 Notes that is actually issued and purchased by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters").Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by under the following conditions prior to the time of filing of the Prospectus pursuant to Rule 424(b): A. in the case of each prospective investor that has orally indicated to the Underwriter that it will purchase all or at a portion of the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Notes to which such Computational Materials prior to their first userelate, the Computational Materials relating to the extent Notes that are sent to such forms have not previously been approved by the Sponsor prospective investor; and B. for use by such Underwriter. Each Underwriter shall provide to the Sponsorany other prospective investor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Notes is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of time that the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering structure of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter finalized where such investors have not indicated to the Sponsor of all Underwriter their intention to purchase the Notes described in such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Neither the Depositor nor any of its affiliates participated in the preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to the Underwriter. (if anyc) provided At or prior to it by the Underwriter under Section 9(a)(iii) with time any Computational Materials are furnished to the Commission pursuant to a Current Report Depositor for filing on the Form 8-K no later than 5:30 p.m.K, New York time, on the date required pursuant Underwriter furnishing such Computational Materials will provide to the Xxxxxx/PSA LettersDepositor a letter, in form and substance reasonably satisfactory to the Depositor and the Underwriter, 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 Computational Materials and have found no exceptions, other than such exceptions as are acceptable to the Depositor and the Underwriter. The Underwriter furnishing a letter of the sort described in the preceding sentence will bear the costs and expenses of such letter.

Computational Materials. Each Broker Dealer which desires to furnish Computational Materials to CWABS shall furnish fifteen (15) copies thereof to Xxxxx & Xxxx LLP no later than 3:00 p.m. New York City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Broker Dealer which has so furnished Computational Materials to CWABS hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Broker Dealer include all Computational Materials prepared by such Broker Dealer that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the No-Action Letter a Class of May 20, 1994 Certificates that is actually issued and purchased by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters").a Broker Dealer; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each Underwriter shall provide in the Sponsor with representative forms case of each prospective investor that has orally indicated to such Broker Dealer that it will purchase all or a portion of the Class of Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Certificates is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as time that the structure of the applicable Closing Date, that it did Certificates is finalized where such investors have not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or indicated to such Underwriter, Broker Dealer their intention to delay purchase the Closing Date and to take other appropriate actions Class or Classes of Certificates described in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the such Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Underwriter Information of such Broker Dealer pursuant to the definitions thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Underwriter Information provided by such Underwriter) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the Underwriter under Section 9(a)(iiiapplicable Broker Dealer in reliance on information regarding the Mortgage Loans furnished by the Seller. (d) with Neither CWABS nor any of its affiliates participated in the Commission pursuant preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Broker Dealer. (e) At or prior to the time any Computational Materials are furnished to CWABS for filing on the Form 8-K no later than 5:30 p.m.K, New York timethe Broker Dealer furnishing such Computational Materials will provide to CWABS and such Broker Dealer a letter, on the date required pursuant in form and substance reasonably satisfactory to CWABS and such Broker Dealer, of a firm of independent public accountants of national reputation to the Xxxxxx/PSA Letterseffect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to CWABS and the Broker Dealer. [Fifty percent (50%) of the costs and expenses of such letter will be paid by each of the Broker Dealer obtaining the same and CWABS.]

Computational Materials. (a) It As soon as practicable and 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 understood that required to be filed by the Underwriters may prepare and provide Company with the Commission pursuant to Rule 424 under the 1933 Act, you shall deliver to the Company five complete copies of all materials provided by you to prospective investors certain regarding the Class or Classes being underwritten by you which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKiddxx, Xxxxxxx Acceptance Xxabxxx Xxxeptance Corporation I, XxxxxxKiddxx, Xxxxxxx Xxabody & Co. Incorporated Incorporated, and Xxxxxx Structured Kiddxx Xxxuctured Asset Corporation, as made applicable to other issuers and underwriters by Corporation (the Commission in response to the request of the Public Securities Association dated May 24, 1994"Kiddxx Xxxter"), and the No-Action Letter filing of February 17, 1995 issued by which material is a condition of the Commission relief granted in such letter (such materials being the "Computational Materials"). Each delivery of Computational Materials to the Public Securities Association Company pursuant to this paragraph (collectivelya) shall be effected by delivering four copies of such materials to counsel for the Company at Andrxxx & Xurtx X.X.P., 4400 Xxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, xx such other address specified by such counsel to you in writing, and one copy of such materials to the "Xxxxxx/PSA Letters")Company. (iib) As used hereinYou represent and warrant to and agree with the Company, "Computational Materials" as of the date of the related Terms Agreement and as of the term "ABS Term Sheets" shall have Closing Date, that: (i) the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or delivered consolidated form) all of the materials furnished to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials Underwriters prior to their first use, the time of delivery thereof to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials Company that are required to be filed with the Commission with respect to the related Bonds in accordance with the Kiddxx Letter, and such Computational Materials comply with the requirements of the Kiddxx Xxxter; and (ii) on the date any such Computational Materials with respect to such Bonds (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the Xxxxxx/PSA Lettersrelated Closing Date, such Computational Materials (or materials) did not and will not include any untrue statement of a material fact or, when read in 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 from and after the date hereof shall include a disclaimer in form reasonably satisfactory to the Company. Each Underwriter may provide copies You agree that you will not represent to investors that any Computational Materials were prepared or disseminated on behalf of the foregoing Company. This disclaimer shall not alter the rights or obligations of the parties hereto pursuant to Sections 6 and 7 hereof. (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 event the (e) You will cooperate with, and provide any information necessary to the Independent Accountants so that they may complete and deliver their agreed-upon procedures letter described in Section 5(f) hereof in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must timely manner so that such letter may be provided delivered to the Sponsor Company by not later than 10:00 a.m., 5:00 p.m. New York time, one business day on the Business Day before filing thereof is required pursuant to the terms of this Agreement. (ivdate on which the Current Report described in Section 3(b) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA LettersCommission. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (Materials, as defined below) , in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 2427, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection paragraph (a)(iiiiii) must be provided to the Sponsor Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection paragraph (a)(iiiiii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection subparagraph (a)(iiiiii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (Materials, if any) , provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Collegiate Funding's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Collegiate Funding with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Collegiate Funding for use by such Underwriter. Each Underwriter shall provide to the SponsorCollegiate Funding, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Collegiate Funding not later than 10:00 a.m.A.M., New York _______ time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Collegiate Funding pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Collegiate Funding of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Collegiate Funding shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Collegiate Funding to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Collegiate Funding shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters Underwriter may prepare and provide to prospective investors certain Computational Materials (Materials, as defined below) , in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters Underwriter shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 2427, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each The Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each The Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each The Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection paragraph (a)(iiiiii) must be provided to the Sponsor Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an the Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection paragraph (a)(iiiiii) above, such the Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an the Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection subparagraph (a)(iiiiii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (Materials, if any) , provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.[_:_0 _.m.], New York [_____] time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Nelnet Funding's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Pexxxxx & Co. Incorporated and Xxxxxx Kidder Structured Asset CorporationXxxxoration, as made applicable to applicaxxx xx other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "XxxxxxKidder/PSA Letters"). (ii) As used herein, "Computational Xxxxxtational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the XxxxxxKidder/PSA Letters, but shall include only those Computational Comxxxxxxonal Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Nelnet Funding with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Nelnet Funding for use by such Underwriter. Each Underwriter shall provide to the SponsorNelnet Funding, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the XxxxxxKidder/PSA Letters. Each Underwriter may provide copies of copxxx xx the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Nelnet Funding not later than 10:00 a.m.A.M., New York Colorado time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Nelnet Funding pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the XxxxxxKidder/PSA Letters. (v) In the event of any delay xxxxx in the delivery by an Underwriter to the Sponsor Nelnet Funding of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Nelnet Funding shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Nelnet Funding to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Nelnet Funding shall file the Ithe Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the XxxxxxKidder/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Sponsor's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.A.M., New York _______ time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (Materials, as defined below) , in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-No Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 2427, 1994, and the No-No Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b)subsection (b) of this Section, copies of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection paragraph (a)(iiiiii) must be provided to the Sponsor Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection paragraph (a)(iiiiii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection subparagraph (a)(iiiiii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in subsection (b) of this Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (Materials, if any) , provided to it by the Underwriter under Section 9(a)(iiisubsection (a)(iii) of this Seciton with the Commission pursuant to a Current Report on Form 8-8 K no later than 5:30 p.m., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. Each Underwriter that desires to furnish Computational Materials to investors shall furnish two (2) copies thereof, or deliver by electronic transmission, as applicable, to or at the direction of Tobin & Tobin no later than 3:00 p.m. New York City time on the businxxx xay xxxxx to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Underwriter which has so furnished Computational Materials to the Depositor hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Underwriter include all Computational Materials prepared by such Underwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the Noa Class of Publicly-Action Letter of May 20, 1994 Offered Certificates that is actually issued and purchased by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters").an Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by under the following conditions prior to the time of filing of the Prospectus pursuant to Rule 424(b): A. in the case of each prospective investor that has orally indicated to such Underwriter that it will purchase all or at a portion of the direction Class of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Publicly-Offered Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and B. for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Publicly-Offered Certificates is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant time that the structure of the Publicly-Offered Certificates is finalized where such investors have not indicated to subsection (a)(iii) above, such Underwriter shall be deemed their intention to have represented, as purchase the Class or Classes of the applicable Closing Date, that it did not provide any prospective investors with any information Publicly-Offered Certificates described in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Neither the Depositor nor any of its affiliates participated in the preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to the Underwriter. (if anyc) provided At or prior to it by the Underwriter under Section 9(a)(iii) with time any Computational Materials are furnished to the Commission pursuant to a Current Report Depositor for filing on the Form 8-K no later than 5:30 p.m.K, New York time, on the date required pursuant Underwriter furnishing such Computational Materials will provide to the Xxxxxx/PSA LettersDepositor a letter, in form and substance reasonably satisfactory to the Depositor and such Underwriter, 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 Computational Materials and have found no exceptions, other than such exceptions as are acceptable to the Depositor and the Underwriter. Each Underwriter furnishing a letter of the sort described in the preceding sentence will bear the costs and expenses of such letter.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (Materials, as defined below) , in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 2427, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b)subsection (b) of this Section, copies of all Computational Materials that are to be filed with the Commission pursuant to the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection paragraph (a)(iiiiii) must be provided to the Sponsor Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection paragraph (a)(iiiiii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection subparagraph (a)(iiiiii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in subsection (b) of this Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (Materials, if any) , provided to it by the Underwriter under Section 9(a)(iiisubsection (a)(iii) of this Seciton with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Xxxxxx/PSA Letters.

Computational Materials. Each Broker Dealer which desires to furnish Computational Materials to the Depositor shall furnish fifteen (15) copies thereof to Xxxxx & Xxxx LLP no later than 3:00 p.m. New York City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Broker Dealer which has so furnished Computational Materials to the Depositor hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Broker Dealer include all Computational Materials prepared by such Broker Dealer that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the No-Action Letter a Class of May 20, 1994 Certificates that is actually issued and purchased by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters").a Broker Dealer; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each Underwriter shall provide in the Sponsor with representative forms case of each prospective investor that has orally indicated to such Broker Dealer that it will purchase all or a portion of the Class of Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Certificates is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as time that the structure of the applicable Closing Date, that it did Certificates is finalized where such investors have not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or indicated to such Underwriter, Broker Dealer their intention to delay purchase the Closing Date and to take other appropriate actions Class or Classes of Certificates described in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the such Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Senior Underwriter Information, the Mezzanine Underwriter Information or the PO Underwriter Information, as applicable, pursuant to the definitions thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Senior Underwriter Information, the Mezzanine Underwriter Information or the PO Underwriter Information, as the case may be, provided by such Underwriter) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the Underwriter under Section 9(a)(iiiapplicable Broker Dealer in reliance on information regarding the Mortgage Loans furnished by the Issuer. (d) with Neither the Commission pursuant Depositor nor any of its affiliates participated in the preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Broker Dealer. (e) At or prior to the time any Computational Materials are furnished to the Depositor for filing on the Form 8-K no later than 5:30 p.m.K, New York time, on the date required pursuant Broker Dealer furnishing such Computational Materials will provide to the Xxxxxx/PSA LettersDepositor and such Broker Dealer a letter, in form and substance reasonably satisfactory to the Depositor 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 Computational Materials and have found no exceptions, other than such exceptions as are acceptable to the Depositor and the Broker Dealer. Fifty percent (50%) of the costs and expenses of such letter will be paid by each of the Broker Dealer obtaining the same and the Depositor.

Computational Materials. Each Underwriter which desires to furnish Computational Materials to BSABS shall furnish copies thereof, in both printed and electronic format, to Stroock & Stroock & Lavan LLP no later than 10:00 a.m. New Xxxx City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Underwriter which has so furnished Computational Materials to BSABS hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Underwriter include all Computational Materials prepared by such Underwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the No-Action Letter a Class of May 20, 1994 Certificates that is actually issued and purchased by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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 May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Xxxxxx/PSA Letters").an Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Xxxxxx/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each in the case of each prospective investor that has orally indicated to such Underwriter shall provide that it will purchase all or a portion of the Sponsor with representative forms Class of all Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the Xxxxxx/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Certificates is finalized; PROVIDED, New York timeHOWEVER, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant time that the structure of the Certificates is finalized where such investors have not indicated to subsection (a)(iii) above, such Underwriter shall be deemed their intention to have represented, as purchase the Class or Classes of the applicable Closing Date, that it did not provide any prospective investors with any information Certificates described in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Xxxxxx/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Underwriters Information, pursuant to the definition thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Underwriters Information) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the applicable Underwriter under Section 9(a)(iiiin reliance on information regarding the Mortgage Loans furnished by BSABS or the Seller on its behalf. (d) with Neither BSABS nor any of its affiliates participated in the Commission pursuant preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Underwriter. (e) At or prior to the time any Computational Materials are furnished to BSABS for filing on the Form 8-K no later than 5:30 p.m.K, New York timethe Underwriter furnishing such Computational Materials will provide to BSABS and such Underwriter a letter, on the date required pursuant in form and substance reasonably satisfactory to BSABS and such Underwriter, of a firm of independent public accountants of national reputation to the Xxxxxx/PSA Letterseffect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to BSABS and the Underwriter.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Pexxxxx & Co. Incorporated and Xxxxxx Kidder Structured Asset Xxxxx Corporation, as made applicable to applicablx xx other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "XxxxxxKidder/PSA Letters"). (ii) As used herein, "Computational Xxxxxtational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the XxxxxxKidder/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b11(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the XxxxxxKidder/PSA Letters. Each Underwriter may provide copies of copixx xx the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Company not later than 10:00 a.m.A.M., New York Colorado time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the XxxxxxKidder/PSA Letters. (v) In the event of any delay anx xxxay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in Section 9(b11(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii11(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the XxxxxxKidder/PSA Letters.