Common use of Covenants and Agreements of the Underwriters Clause in Contracts

Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V), and, with respect to all Computational Materials and ABS Term Sheets provided by such Underwriter to the Manager pursuant to this Section 5(V), if any, such Computational Materials and ABS Term Sheets are accurate in all material respects (taking into account the assumptions explicitly set forth in the Computational Materials or ABS Term Sheets), except to the extent of any errors that are caused by errors in the Pool Information, and include all assumptions material to their preparation. The Computational Materials and ABS Term Sheets, if any, provided by such Underwriter to the Manager constitute a complete set of all Computational Materials and ABS Term Sheets delivered by such Underwriter to prospective investors that are required to be filed with the Commission. (b) Each Underwriter may prepare and provide to prospective investors Computational Materials and ABS Term Sheets in connection with its offering of the Offshore Notes, subject to the following conditions to be satisfied by such Underwriter: (i) in connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, 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 (collectively, the "XXXXXX/PSA LETTER"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA LETTER" and, together with the Xxxxxx/PSA Letter, the "NO-ACTION LETTERS");

Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V), and, with respect to all Computational Materials and ABS Term Sheets provided by such Underwriter to the Manager pursuant to this Section 5(V), if any, such Computational Materials and ABS Term Sheets are accurate in all material respects (taking into account the assumptions explicitly set forth in the Computational Materials or ABS Term Sheets), except to the extent of any errors that are caused by errors in the Pool Information, and include all assumptions material to their preparation. The Computational Materials and ABS Term Sheets, if any, Sheets provided by such Underwriter to the Manager constitute a complete set of all Computational Materials and ABS Term Sheets delivered by such Underwriter to prospective investors that are required to be filed with the Commission. (b) Each Underwriter may prepare and provide to prospective investors Computational Materials and ABS Term Sheets in connection with its offering of the Offshore Class A-1 Notes, subject to the following conditions to be satisfied by such Underwriter: (i) in connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Peabody 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 (collectively, the "XXXXXXXxxxxx/PSA LETTERLetter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA LETTERLetter" and, together with the Xxxxxx/PSA Letter, the "NONo-ACTION LETTERSAction Letters");

Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V), and, with respect to all Computational Materials and ABS Term Sheets provided by such Underwriter to the Manager pursuant to this Section 5(V), if any, such Computational Materials and ABS Term Sheets are accurate in all material respects (taking into account the assumptions explicitly set forth in the Computational Materials or ABS Term Sheets), except to the extent of any errors that are caused by errors in the Pool Information, and include all assumptions material to their preparation. The Computational Materials and ABS Term Sheets, if any, Sheets provided by such Underwriter to the Manager constitute a complete set of all Computational Materials and ABS Term Sheets delivered by such Underwriter to prospective investors that are required to be filed with the Commission. (b) Each Underwriter may prepare and provide to prospective investors Computational Materials and ABS Term Sheets in connection with its offering of the Offshore Class A Notes, subject to the following conditions to be satisfied by such Underwriter: (i) in connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Peabody 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 (collectively, the "XXXXXX/PSA LETTER"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA LETTER" and, together with the Xxxxxx/PSA Letter, the "NO-ACTION LETTERS");

Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA National Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V5(IV), and, with respect to all Computational Materials and ABS Term Sheets provided by such Underwriter to the Global Trust Manager pursuant to this Section 5(V5(IV), if any, such Computational Materials and ABS Term Sheets are accurate in all material respects (taking into account the assumptions explicitly set forth in the Computational Materials or ABS Term Sheets), except to the extent of any errors that are caused by errors in the Pool Information, and include all assumptions material to their preparation. The Computational Materials and ABS Term Sheets, if any, provided by such Underwriter to the Global Trust Manager constitute a complete set of all Computational Materials and ABS Term Sheets delivered by such Underwriter to prospective investors that are required to be filed with the Commission. (b) Each Underwriter may prepare and provide to prospective investors Computational Materials and ABS Term Sheets in connection with its offering of the Offshore Notes, subject to the following conditions to be satisfied by such Underwriter: (i) in connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xx. Xxxorporated and Xxxxxx Structured Asset Kidder Structxxxx Xsset Corporation, 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 (collectively, the "XXXXXXKidder/PSA LETTERLetter"), as well as the PSA Letter referred to referxxx xx below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA LETTERLetter" and, together with the XxxxxxKidder/PSA Letter, the "NONo-ACTION LETTERSAction Letters");

Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA Xx.Xxxxxx Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V6(V), and, with respect to all Computational Materials Underwriter Prepared Issuer FWP and ABS Term Sheets provided by such Underwriter to the Manager pursuant to this Section 5(V)Free Writing Prospectuses, if any, such Computational Materials Underwriter Prepared Issuer FWP and ABS Term Sheets Underwriter Free Writing Prospectuses are accurate in all material respects (taking into account the assumptions explicitly set forth in the Computational Materials or ABS Term Sheetssuch Underwriter Prepared Issuer FWP and Underwriter Free Writing Prospectuses), except that such Underwriter makes no representation to the extent that any misstatements or omissions were the result of any errors that are caused by errors in the inaccurate Issuer Information (including but not limited to Pool Information, and include all assumptions material ) supplied by the Issuer Trustee or the Xx.Xxxxxx Parties to their preparation. The Computational Materials and ABS Term Sheets, if any, provided by such Underwriter to the Manager constitute a complete set of all Computational Materials and ABS Term Sheets delivered by such Underwriter to prospective investors that are required to be filed with the CommissionUnderwriter. (b) Prior to the Closing Date each Underwriter shall notify the Trust Manager or Xx.Xxxxxx of the earlier of (x) the date on which the Prospectus Supplement is first used and (y) the time of the first Contract of Sale to which such Prospectus Supplement relates. (c) It is understood that the Underwriters propose to offer the Offered Notes for sale to the public as set forth in the Prospectus and the Underwriters agree that all such offers and sales shall be made in compliance with all applicable laws and regulations. Prior to the date of the first Contract of Sale made based on the Approved Offering Materials, each Underwriter represents, warrants and agrees that it has not pledged, sold, disposed of or otherwise transferred any Offered Note, Housing Loans or any interest in any Offered Note. (d) It is understood that the Underwriters will solicit offers to purchase the Offered Notes as follows: (i) Prior to the time that the Underwriters have received the Approved Offering Materials they may, in compliance with the provisions of this Agreement, solicit offers to purchase Offered Notes; provided, that they shall not accept any such offer to purchase an Offered Note or any interest in any Offered Note or Housing Loan or otherwise enter into any Contract of Sale for any Offered Note, any interest in any Offered Note or any Housing Loan prior to their conveyance of Approved Offering Materials to the investor. (ii) any Written Communication relating to the Offered Notes made by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Offered Notes with the recipient shall prominently set forth the following statements (or a substantially similar statements approved by the Trust Manager): The information in this free writing prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the Offered Notes, supersedes any information contained in any prior similar materials relating to the Offered Notes. The information in this free writing prospectus is preliminary, and is subject to completion or change. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Offered Notes referred to in this free writing prospectus and to solicit an offer to purchase the Offered Notes, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Offered Notes, until we have accepted your offer to purchase Offered Notes. The Offered Notes referred to in these materials are being sold when, as and if issued. The issuer is not obligated to issue such Offered Notes or any similar security and the underwriter's obligation to deliver such Offered Notes is subject to the terms and conditions of the underwriting agreement and the availability of such Offered Notes when, as and if issued. You are advised that the terms of the Offered Notes, and the characteristics of the housing loan pool backing them, may change (due, among other things, to the possibility that housing loans that comprise the pool may become delinquent or defaulted or may be removed or replaced and that similar or different housing loans may be added to the pool, and that one or more classes of Offered Notes may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. You are advised that Offered Notes may not be issued that have the characteristics described in these materials. The underwriter's obligation to sell such Offered Notes to you is conditioned on the housing loans and Offered Notes having the characteristics described in these materials. If for any reason the issuer does not deliver such Offered Notes, the underwriter will notify you, and neither the issuer nor any underwriter will have any obligation to you to deliver all or any portion of the Offered Notes which you have committed to purchase, and none of the issuer nor any underwriter will be liable for any costs or damages whatsoever arising from or related to such non-delivery. (e) It is understood that the Underwriters will not enter into a Contract of Sale with any investor until the Approved Offering Materials have been conveyed to the investor with respect to the Offered Notes that are the subject of such Contract of Sale. (f) Each Underwriter may prepare and provide to prospective investors Computational Materials and ABS Term Sheets in connection with its offering of the Offshore NotesFree Writing Prospectuses, subject to the following conditions to be satisfied by such Underwriter: (i) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, such Underwriter shall not convey or deliver any Written Communication to any person in connection with the initial offering of the Offered Notes, unless such Written Communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus consisting solely of (x) information of a type included within the definition of ABS Informational and Computational Materials, (y) Permitted Additional Materials or (z) information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or any Underwriter Free Writing Prospectus. (ii) Such Underwriter shall comply with all applicable laws and regulations in connection with the use of Computational MaterialsFree Writing Prospectuses, such Underwriter shall comply with all applicable requirements including but not limited to Rules 164 and 433 of the Securities Act Regulations and all SEC guidance relating to Free Writing Prospectuses, including but not limited to SEC Release No. 33-Action Letter of May 20, 1994 issued 8591. (iii) It is understood and agreed that all information provided by the Commission Underwriters to Xxxxxxor through Bloomberg or Intex or similar entities for use by prospective investors, Peabody Acceptance Corporation Ior imbedded in any CDI file provided to prospective investors, Xxxxxxor in any email or other electronic message provided to prospective investors, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request extent constituting a Free Writing Prospectus, shall be deemed for purposes of this Agreement to be an Underwriter Free Writing Prospectus and shall not be subject to the required consent of the Public Securities Association dated May 24, 1994 (collectively, Trust Manager set forth in the "XXXXXX/PSA LETTER"third sentence in Section 6(V)(f)(v), as well as the PSA Letter referred to below. In connection therewith, each Underwriter agrees that it shall not provide any information constituting Issuer Information through the foregoing media unless (i) such information or substantially similar information is contained either in an Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 6(V)(f)(v) or (ii) to the extent such information consists of the terms of the Offered Notes, the final version of the terms of the Offered Notes or substantially similar information is contained either in an Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 6(V)(f)(v). (iv) All Free Writing Prospectuses provided to prospective investors, whether or not filed with the use of ABS Term SheetsSEC, such Underwriter shall comply with all applicable requirements of bear a legend including the No-Action Letter of February 17, 1995 issued following statement (or a substantially similar statement approved by the Commission to the Public Securities Association (the "PSA LETTER" and, together with the Xxxxxx/PSA Letter, the "NO-ACTION LETTERS");Trust Manager):

Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V), and, with respect to all Computational Materials and ABS Term Sheets provided by such Underwriter to the Manager pursuant to this Section 5(V), if any, such Computational Materials and ABS Term Sheets are accurate in all material respects (taking into account the assumptions explicitly set forth in the Computational Materials or ABS Term Sheets), except to the extent of any errors that are caused by errors in the Pool Information, and include all assumptions material to their preparation. The Computational Materials and ABS Term Sheets, if any, provided by such Underwriter to the Manager constitute a complete set of all Computational Materials and ABS Term Sheets delivered by such Underwriter to prospective investors that are required to be filed with the Commission. (b) Each Underwriter may prepare and provide to prospective investors Computational Materials and ABS Term Sheets in connection with its offering of the Offshore Notes, subject to the following conditions to be satisfied by such Underwriter: (i) in connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, 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 [ ] (collectively, the "XXXXXX/PSA LETTER"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA LETTER" and, together with the Xxxxxx/PSA Letter, the "NO-ACTION LETTERS");

Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA National Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V5(IV), and, with respect to all Computational Materials and ABS Term Sheets provided by such Underwriter to the Global Trust Manager pursuant to this Section 5(V5(IV), if any, such Computational Materials and ABS Term Sheets are accurate in all material respects (taking into account the assumptions explicitly set forth in the Computational Materials or ABS Term Sheets), except to the extent of any errors that are caused by errors in the Pool Information, and include all assumptions material to their preparation. The Computational Materials and ABS Term Sheets, if any, provided by such Underwriter to the Global Trust Manager constitute a complete set of all Computational Materials and ABS Term Sheets delivered by such Underwriter to prospective investors that are required to be filed with the Commission. (b) Each Underwriter may prepare and provide to prospective investors Computational Materials and ABS Term Sheets in connection with its offering of the Offshore Notes, subject to the following conditions to be satisfied by such Underwriter: (i) in connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxxxxorated and Xxxxxx Structured Asset Kidder Structurex Xxxxt Corporation, as made applicable to other xx xxher issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XXXXXXKidder/PSA LETTERLetter"), as well as the PSA Letter referred to belowxx xxlow. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA LETTERLetter" and, together with the XxxxxxKidder/PSA Letter, the "NONo-ACTION LETTERSAction Letters");