Common use of Offering by Underwriter Clause in Contracts

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 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. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (a) It is understood that you propose the Underwriter proposes to offer the Certificates Notes for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulationsFinal Prospectus. 4.2 (b) [Reserved]. (c) It is understood that you the Underwriter may prepare and provide to prospective investors certain Computational Materials (as defined below) and ABS Term Sheets in connection with your their offering of the CertificatesNotes, subject to the following conditions: (ai) The 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 24, 1994 (collectivelytogether, the "Xxxxxx/PSA Letter") as well as ), and including the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) . For purposes hereof, the term "Computational Materials" as used herein shall have the meaning given such term set forth in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at Letters and the direction of the Underwriter. For purposes hereof, terms "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms meaning set forth in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the UnderwriterLetter.

Offering by Underwriter. 4.1 (a) It is understood that you propose the Underwriter proposes to offer the Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus Supplement. It is further understood that the Company, in reliance upon Policy Statement 105, has not and you agree will not file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Certificates which are not "mortgage related securities" as defined in the 1934 Act (as defined below); accordingly, the Underwriter covenants and agrees with the Company that all sales of such offers Certificates made by the Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (b) The Underwriter may prepare and provide (and acknowledges that it has prepared and provided) to prospective investors certain Computational Materials (as defined below) or ABS Term Sheets in connection with your its offering of the Certificates. In this regard, subject to the following conditionsUnderwriter represents and warrants to, and covenants with, the Company that: (ai) The Underwriter has complied and shall comply with all applicable laws and regulations in connection with the use requirements of Computational Materialsthe no-action letter, including the No-Action Letter of dated May 20, 1994 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 Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter") as well as ), and the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with requirements of the use of ABS Term Sheetsno-action letter, including the No-Action Letter of dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, Letters and "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the UnderwriterLetter.

Offering by Underwriter. 4.1 (a) The Underwriter shall provide written information to the Depositor expressly for use in the Preliminary Prospectus and the Prospectus (the "Underwriter Information"). (b) It is understood that you propose the Underwriter proposes to offer the Certificates for sale to the public as set forth in the Prospectus Prospectus. It is further understood that the Depositor, in reliance upon a Policy Statement 105, has not and you agree will not file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the Certificates. The Underwriter therefore agrees that all such offers sales of the Certificates made by the Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (c) In connection with the offering of the Certificates, the Underwriter may prepare and provide to prospective investors certain (i) computational materials ("Computational Materials (Materials") as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 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 (collectively1994, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws below and regulations in connection with the use of (ii) ABS term sheets ("ABS Term Sheets"), including each as defined in the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and"), together subject to the following conditions: (i) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Depositor shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Term Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials and ABS Term Sheets referred to herein bear a legend in a form previously approved in writing by the Depositor. (ii) The Underwriter shall provide the Depositor with representative forms of all Computational Materials and ABS Term Sheets prior to their first use, to the extent such forms have not previously been approved by the Depositor for use by the Underwriter. The Underwriter shall provide to the Depositor, for filing on Form 8-K as provided in Section 5(j), copies (in such format as required by the Depositor) of all Computational Materials and ABS Term Sheets that are required to be filed with the Xxxxxx/PSA Letter, Commission pursuant to the "No-Action Letters". The Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Depositor 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 and in accordance with the No-Action Letters. The Underwriter shall not provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (ii) for filing pursuant to Section 5(j)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (biii) For purposes hereofAll information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the Mortgage Pool that differ from the final mortgage pool information reflected in the Mortgage Loan Seller Information and the Master Tape in any material respect or on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the Mortgage Loan Seller Information and the Master Tape and structuring assumptions used in the Prospectus, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Certificates, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Depositor pursuant to subsection (ii) above. (iv) The Depositor shall not be obligated to file any Computational MaterialsMaterials or ABS Term Sheets that have been determined to contain any material error or omission, provided that, at the request of the Underwriter, the Depositor will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated _____" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked, "material previously dated _________, as used herein corrected." If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the 1933 Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the Underwriter, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to the Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers under each of the Purchase Agreements between the related Mortgage Loan Seller and the Depositor. As of the date that the Underwriter disseminates any Computational Materials or ABS Term Sheets, the Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and will promptly notify the meaning given Depositor of any such term material error or omission of which the Underwriter becomes aware. (v) The Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to subsection (ii) above, the Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters, but and the Underwriter shall include only those provide the Depositor with a certification to that effect on the Closing Date. (vi) In the event of any delay in the delivery by the Underwriter to the Depositor of all Computational Materials that have been prepared and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or delivered to prospective investors by or at in the direction delivery of the Underwriter. For purposes hereofaccountant's comfort letter in respect thereof pursuant to Section 5(j), "ABS Term Sheets" and "Collateral Term Sheets" as used herein the Depositor shall have the meanings given such terms right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the PSA Letter but shall include only those Depositor to comply with its agreement set forth in Section 5(j) to file the Computational Materials and ABS Term Sheets by the time specified therein. (d) The Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or Collateral Term ABS Terms Sheets that prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in clause (c) above have been prepared or delivered to prospective investors by or at the direction of the Underwritersatisfied with respect thereto.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation ICorporaxxxx 0, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Incxxxxxxtex xxx Xidder Structured Asset CorporationCorporatiox, as xx 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 "XxxxxxKidder/PSA Letter") as well as the PSA Letter XXX Xetter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action LettersXxxxxxs"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I1, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Xxxxxxorxxxx xxd Kidder Structured Asset CorporationCxxxxxxtixx, as xx made applicable to other issuers xxxxxrs and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to below. The Underwriter Xnderwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes Xxx xurposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (b) It is understood that you the Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus Prospectus. It is further understood that the Depositor, in reliance upon Policy Statement 105, has not and you agree will not file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the Certificates. Each Underwriter therefore agrees that all sales of the Certificates made by such offers Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (c) In connection with the offering of the Certificates, the Underwriters may prepare and provide to prospective investors certain (x) computational materials ("Computational Materials (Materials") as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Acceptance Peabody Accexxxxxx Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxxxpoxxxxx and Xxxxxx Kidder Structured Asset CorporationAssxx Xxrporation, 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 (collectively1994, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws below and regulations in connection with the use of (y) ABS term sheets ("ABS Term Sheets"), including each as defined in 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 LetterNo-Action Letters described in clause (x) above, collectively, the "No-Action Letters"), subject to the following conditions (to which such conditions each Underwriter agrees, severally and not jointly, with respect to those Computational Materials, and ABS Term Sheets prepared by such Underwriter): (i) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Depositor shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Term Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials and ABS Term Sheets referred to herein bear a legend in a form previously approved in writing by the Depositor. (bii) For purposes hereofEach Underwriter shall provide the Depositor with representative forms of all Computational Materials and ABS Term Sheets prior to their first use, to the extent such forms have not previously been approved by the Depositor for use by such Underwriter. Each Underwriter shall provide to the Depositor, for filing on Form 8-K as provided in Section 5(k), copies (in such format as required by the Depositor) of all Computational Materials and ABS Term Sheets that are required to be filed with the Commission pursuant to the No-Action Letters. Such Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Depositor 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 and in accordance with the No-Action Letters. Neither Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (ii) for filing pursuant to Section 5(k)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (iii) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the mortgage pool that differ from the mortgage pool information as reflected in the Final Offering Document Information (as defined in the Indemnification Agreements, as amended or supplemented, between the respective Mortgage Loan Seller and the Depositor (collectively, the "Indemnification Agreements")) in any material respect, or on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the Final Offering Document Information, (as defined in the Indemnification Agreements) and structuring assumptions used in the Prospectus, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Certificates, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Depositor pursuant to subsection (ii) above. (iv) The Depositor shall not be obligated to file any Computational MaterialsMaterials or ABS Term Sheets that have been determined to contain any material error or omission, provided that, at the request of the related Underwriter, the Depositor will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated ____________" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked, "material previously dated ___________ as used herein corrected." If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the 1933 Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to the Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers under each of the Mortgage Loan Purchase Agreements between the related Mortgage Loan Seller and the Depositor, including in the case of the RFC Mortgage Loans, under the RFC Mortgage Loan Purchase Agreement). As of the date that either Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the meaning given Depositor of any such term material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the final offering document information, preliminary offering document information and computational information, each as defined in the Indemnification Agreement. (v) Each Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to subsection (ii) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters, but and each Underwriter shall include only those provide the Depositor with a certification to that effect on the Closing Date. (vi) In the event of any delay in the delivery by either Underwriter to the Depositor of Computational Materials that have been prepared and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or delivered to prospective investors by or at in the direction delivery of the Underwriter. For purposes hereofaccountant's comfort letter in respect thereof pursuant to Section 5(k), "ABS Term Sheets" and "Collateral Term Sheets" as used herein the Depositor shall have the meanings given such terms right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the PSA Letter but shall include only those Depositor to comply with its agreement set forth in Section 5(k) to file the Computational Materials and ABS Term Sheets by the time specified therein. (d) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or Collateral Term ABS Terms Sheets that prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in subsection (c) above have been prepared or delivered to prospective investors by or at the direction of the Underwritersatisfied with respect thereto.

Offering by Underwriter. 4.1 (a) The Underwriter shall provide written information to the Depositor expressly for use in the Preliminary Prospectus and the Prospectus (the "Underwriter Information"). (b) It is understood that you propose the Underwriter proposes to offer the Certificates for sale to the public as set forth in the Prospectus Prospectus. It is further understood that the Depositor, in reliance upon a Policy Statement 105, has not and you agree will not file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the Certificates. The Underwriter therefore agrees that all such offers sales of the Certificates made by the Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (c) In connection with the offering of the Certificates, the Underwriter may prepare and provide to prospective investors certain (i) computational materials ("Computational Materials (Materials") as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 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 (collectively1994, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws below and regulations in connection with the use of (ii) ABS term sheets ("ABS Term Sheets"), including each as defined in the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and"), together subject to the following conditions: (i) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Depositor shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Term Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials and ABS Term Sheets referred to herein bear a legend in a form previously approved in writing by the Depositor. (ii) The Underwriter shall provide the Depositor with representative forms of all Computational Materials and ABS Term Sheets prior to their first use, to the extent such forms have not previously been approved by the Depositor for use by the Underwriter. The Underwriter shall provide to the Depositor, for filing on Form 8-K as provided in Section 5(j), copies (in such format as required by the Depositor) of all Computational Materials and ABS Term Sheets that are required to be filed with the Xxxxxx/PSA Letter, Commission pursuant to the "No-Action Letters". The Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Depositor 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 and in accordance with the No-Action Letters. The Underwriter shall not provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (ii) for filing pursuant to Section 5(j), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (biii) For purposes hereofAll information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the Mortgage Pool that differ from the final mortgage pool information reflected in the Mortgage Loan Seller Information in any material respect or on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the Mortgage Loan Seller Information and structuring assumptions used in the Prospectus, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Certificates, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Depositor pursuant to subsection (ii) above. (iv) The Depositor shall not be obligated to file any Computational MaterialsMaterials or ABS Term Sheets that have been determined to contain any material error or omission, provided that, at the request of the Underwriter, the Depositor will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated _______________________" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked, "material previously dated _________, as used herein corrected." If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the 1933 Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the Underwriter, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to the Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Seller. As of the date that the Underwriter disseminates any Computational Materials or ABS Term Sheets, the Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and will promptly notify the meaning given Depositor of any such term material error or omission of which the Underwriter becomes aware. (v) The Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to subsection (ii) above, the Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters, but and the Underwriter shall include only those provide the Depositor with a certification to that effect on the Closing Date. (vi) In the event of any delay in the delivery by the Underwriter to the Depositor of all Computational Materials that have been prepared and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or delivered to prospective investors by or at in the direction delivery of the Underwriter. For purposes hereofaccountant's comfort letter in respect thereof pursuant to Section 5(j), "ABS Term Sheets" and "Collateral Term Sheets" as used herein the Depositor shall have the meanings given such terms right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the PSA Letter but shall include only those Depositor to comply with its agreement set forth in Section 5(j) to file the Computational Materials and ABS Term Sheets by the time specified therein. (d) The Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or Collateral Term ABS Terms Sheets that prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in clause (c) above have been prepared or delivered to prospective investors by or at the direction of the Underwritersatisfied with respect thereto.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation IXxxxoration 1, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Structured xxx Xidxxx Xxxuctured Asset CorporationCxxxxxxtion, 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 "XxxxxxKidder/PSA Letter") as well as wexx xx the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (a) It is understood that you propose the Underwriter proposes to offer the Certificates for sale to the public as set forth in the Prospectus Prospectus. It is further understood that the Company, in reliance upon an exemption from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and you agree will not file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the Certificates. The Underwriter therefore agrees that all such offers sales of the Certificates made by the Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (b) The Underwriter may prepare and provide to prospective investors certain Computational Materials (as defined below) Materials, Structural Term Sheets and Collateral Term Sheets in connection with your its offering of the Certificates, subject to the following conditions: (ai) The Underwriter shall comply with all applicable laws and regulations in connection have complied with the use requirements of Computational Materialsthe no-action letter, including the No-Action Letter of dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I1, 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 Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter") as well as ), and the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with requirements of the use of ABS Term Sheetsno-action letter, including the No-Action Letter of dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets", "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (a) It is understood that you propose the Underwriter proposes to offer the Certificates Class A Notes for sale to the public (which may include selected dealers), as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulationsProspectus. 4.2 It is understood that you (b) The Underwriter may prepare and provide to prospective investors certain Computational Materials (as defined below) Materials, ABS Term Sheets, Structural Term Sheets and Collateral Term Sheets in connection with your its offering of the CertificatesClass A Notes, subject to the following conditions: (ai) The Underwriter shall comply with all applicable laws and regulations in connection have complied with the use requirements of Computational Materialsthe no-action letter, including the No-Action Letter of dated May 20, 1994 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 the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter") as well as and the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with requirements of the use of ABS Term Sheetsno-action letter, including the No-Action Letter of dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter," and, and together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 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. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Acceptance Corporation IPeabody Acceptxxxx Xorporation 1, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Xxxxxxorxxxx xxd Kidder Structured Asset Xsset 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 "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "NoXx-Action Xction Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xx. Xncxxxxxxxed and Xxxxxx Kidder Structured Asset CorporationAsxxx Xxrporation, as made applicable to other xxxxx issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to belowbxxxx. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes xxxxxxes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (a) It is understood that you propose the Underwriter proposes to offer the Certificates Class A Notes for sale to the public (which may include selected dealers), as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulationsProspectus. 4.2 It is understood that you (b) The Underwriter may prepare and provide to prospective investors certain Computational Materials (as defined below) Materials, ABS Term Sheets, Structural Term Sheets and Collateral Term Sheets in connection with your its offering of the CertificatesClass A Notes, subject to the following conditions: (ai) The Underwriter shall comply with all applicable laws and regulations in connection have complied with the use requirements of Computational Materialsthe no-action letter, including the No-Action Letter of dated May 20, 1994 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 the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter") as well as and the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with requirements of the use of ABS Term Sheetsno-action letter, including the No-Action Letter of dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter," and, and together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets", "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose the Underwriter proposes to offer the Certificates for sale to the public as set forth in the Prospectus and you agree the Underwriter agrees that all such offers and sales by you the Underwriter shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxorporated and Xxxxxx Kidder Structured Asset CorporationAssex Xxxxorxxxxx, as made applicable to other issuers otxxx xxsuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKIDDER/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action LettersLETTER"). (b) For purposes hereof, "Computational MaterialsCOMPXXXXXXNAL MATERIALS" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the Kidder/PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets Computational Xxxxxxals that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. (c) All Computational Materials (except those identified to the Company on the date hereof) provided to prospective investors that are required to be filed pursuant to the Kidder/PSA Letter shall bear a legend on each page including xxx xxllowing statement: "THE INFORMATION HEREIN HAS BEEN PROVIDED SOLELY BY, [name of Underwriter]. NEITHER THE ISSUER OF THE CERTIFICATES NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The Company shall have the right to require additional specific legends or notations to appear on any Computational Materials, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this SUBSECTION (C) will be satisfied if all such Computational Materials bear a legend in the form set forth in EXHIBIT F hereto. (d) The Underwriter shall provide the 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 Company for use by the Underwriter. The Underwriter shall provide to the Company, for filing on FORM 8-K as provided in SECTION 5.9, copies (in such format as required by the Company) of all Computational Materials that are required to be filed with the Commission pursuant to the Kidder/PSA Letter. The Underwriter may provide copies of the xxxxxxing in a consolidated or aggregated form including all information required to be filed. All Computational Materials described in this SUBSECTION (D) must be provided to the Company 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. (e) All information included in the Computational Materials shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; PROVIDED, HOWEVER, that the Computational Materials may include information based on alternative assumptions if specified therein. If any Computational Materials that are required to be filed were based on assumptions with respect to the Pool that differ from the final Pool Information in any material respect or on Certificate structuring terms that were revised prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials based on the final Pool Information and structuring assumptions, circulate such revised Computational Materials to all recipients of the preliminary versions thereof and include such revised Computational materials (marked, "as revised") in the materials delivered to the Company pursuant to subsection (d) above. (f) The Company shall not be obligated to file any Computational Materials that have been determined to contain any material error or omission, except any such Computational Materials filed together with the corrected Computational Materials. In the event that any Computational Materials are determined, within the period which the Prospectus relating to the Certificates is required to be delivered under the Act, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials, shall circulate such corrected Computational Materials to all recipients of the prior versions thereof and shall deliver copies of such corrected Computational Materials (marked, "as corrected") to the Company for filing with the Commission in a subsequent Form 8-K submission (subject to the Company's obtaining an accountant's comfort letter in respect of such corrected Computational Materials, which shall be at the expense of the Underwriter). (g) If the Underwriter does not provide any Computational Materials to the Company pursuant to SUBSECTION (d) above, the Underwriter shall be deemed to have represented, as of the 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 Certificates that is required to be filed with the Commission in accordance with the Kidder/PSA Letter, and the Underwriter shall provide the Compxxx xxth a certification to that effect on the Closing Date. (h) In the event of any delay in the delivery by the Underwriter to the Company of all Computational Materials required to be delivered in accordance with SUBSECTION (D) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to SECTION 5.9, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.9 to file the Computational materials by the time specified therein. (i) The Underwriter represents that it has in place, and covenants that it shall maintain internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the Kidder/PSA Letter with respect to the generation and use of Cxxxxxxtional Materials in connection with the offering of the Certificates. 4.3 The Underwriter further agrees that on or prior to the fifth day after the Closing Date, it shall provide the Company with a certificate, substantially in the form of EXHIBIT E attached hereto, setting forth (i) in the case of each class of Certificates, (a) if less than 10% of the aggregate principal balance of such class of Certificates has been sold to the public as of such date, the value calculated pursuant to CLAUSE (B) (III) of EXHIBIT E hereto, or, (B) if 10% or more of such class of Certificates has been sold to the public as of such date but no single price is paid for at least 10% of the aggregate principal balance of such class of Certificates, then the weighted average price at which the Certificates of such class were sold expressed as a percentage of the principal balance of such class of Certificates sold, or (c) the first single price at which at least 10% of the aggregate principal balance of such class of Certificates was sold to the public, (ii) the prepayment assumption used in pricing each class of Certificates, and (iii) such other information as to matters of fact as the Company may reasonably request in writing to enable it to comply with its reporting requirements with respect to each class of Certificates to the extent such information can in the good faith judgment of the Underwriter be determined by it.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 Acceptance Corporation I1, 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. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (a) The Underwriters shall provide written information in respect of the plan of distribution to the Depositor expressly for use in the Preliminary Prospectus and the Prospectus. (b) It is understood that you the Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus Prospectus. It is further understood that the Depositor, in reliance upon Policy Statement 105, has not and you agree will not file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the Certificates. Each Underwriter therefore agrees that all sales of the Certificates made by such offers Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (c) In connection with the offering of the Certificates, the Underwriters may prepare and provide to prospective investors certain (x) computational materials ("Computational Materials (Materials") as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 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 (collectively1994, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws below and regulations in connection with the use of (y) ABS term sheets ("ABS Term Sheets"), including each as defined in 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 LetterNo-Action Letters described in clause (x) above, collectively, the "No-Action Letters"), subject to the following conditions (to which such conditions each Underwriter agrees, severally and not jointly, with respect to those Computational Materials, and ABS Term Sheets prepared by such Underwriter): (i) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Depositor shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Term Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials and ABS Term Sheets referred to herein bear a legend in a form previously approved in writing by the Depositor. (ii) Each Underwriter shall provide the Depositor with representative forms of all Computational Materials and ABS Term Sheets prior to their first use, to the extent such forms have not previously been approved by the Depositor for use by such Underwriter. Each Underwriter shall provide to the Depositor, for filing on Form 8-K as provided in Section 5(k), copies (in such format as required by the Depositor) of all Computational Materials and ABS Term Sheets that are required to be filed with the Commission pursuant to the No-Action Letters. Such Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Depositor 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 and in accordance with the No-Action Letters. No Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (ii) for filing pursuant to Section 5(k)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (iii) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the mortgage pool that differ from the mortgage pool information as reflected in the Final Offering Document Information (as defined in the Indemnification Certificates, as amended or supplemented, between the respective Mortgage Loan Seller and the Depositor (collectively, the "Indemnification Certificates")) in any material respect, or on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the Final Offering Document Information, (as defined in the Indemnification Certificates) and structuring assumptions used in the Prospectus, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Certificates, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Depositor pursuant to subsection (ii) above. (iv) The Depositor shall not be obligated to file any Computational Materials or ABS Term Sheets that have been determined to contain any material error or omission, provided that, at the request of the related Underwriter, the Depositor will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated ____________" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked, "material previously dated ___________ as corrected." If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the 1933 Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to the Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers under each of the Mortgage Loan Purchase Agreements between the related Mortgage Loan Seller and the Depositor, (including in the case of (a) the RFC Loans, under the RFC Purchase Agreement, (b) For purposes hereofthe MLS Loans, "under the MLS Purchase Agreement and (c) the Owner Trust Loans, under the Owner Trust Purchase Agreement)). As of the date that any Underwriter disseminates any Computational Materials" Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as used herein to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the Final Offering Document Information, Preliminary Offering Document Information and Computational Information, each as defined in the Indemnification Certificates. (v) Each Underwriter shall be deemed to have represented, as of the meaning given Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to subsection (ii) above, such term Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters, but and each Underwriter shall include only those provide the Depositor with a certification to that effect on the Closing Date. (vi) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials that have been prepared and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or delivered to prospective investors by or at in the direction delivery of the Underwriter. For purposes hereofaccountant's comfort letter in respect thereof pursuant to Section 5(k), "ABS Term Sheets" and "Collateral Term Sheets" as used herein the Depositor shall have the meanings given such terms right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the PSA Letter but shall include only those Depositor to comply with its agreement set forth in Section 5(k) to file the Computational Materials and ABS Term Sheets by the time specified therein. (d) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or Collateral Term ABS Terms Sheets that prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in subsection (c) above have been prepared or delivered to prospective investors by or at the direction of the Underwritersatisfied with respect thereto.

Offering by Underwriter. 4.1 It is understood that you propose the Underwriter proposes to offer the Certificates Securities for sale to the public as set forth in the Prospectus and you agree the Underwriter agrees that all such offers and sales by you it shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you the Underwriter may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your its offering of the CertificatesSecurities, subject to the following conditions: (a) The 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 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. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "“PSA Letter" ” and, together with the Xxxxxx/PSA Letter, the "“No-Action Letters"”). (b) For purposes hereof, "“Computational Materials" ” as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "“ABS Term Sheets" ” and "“Collateral Term Sheets" ” as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. (c) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend on each page including the following statement: “THE INFORMATION HEREIN HAS BEEN PROVIDED SOLELY BY [NAME OF UNDERWRITER]. NEITHER THE ISSUER OF THE SECURITIES NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.” In the case of Collateral Term Sheets, such legend shall also include the following statement: “THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES AND [EXCEPT WITH RESPECT TO THE INITIAL COLLATERAL TERM SHEET PREPARED BY [NAME OF UNDERWRITER]] SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [NAME OF UNDERWRITER].” The Company shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Term Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (c) will be satisfied if all such Computational Materials and ABS Term Sheets bear a legend in the form set forth in Exhibit G hereto. (d) The Underwriter shall provide the Company with representative forms of all Computational Materials and ABS Term Sheets prior to their first use, to the extent such forms have not previously been approved by the Company for use by the Underwriter. The Underwriter shall provide to the Company, for filing on Form 8-K as provided in Section 5.8, copies (in such format as required by the Company) of all Computational Materials that are required to be filed with the Commission pursuant to the No-Action Letters. The Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed. All Computational Materials and ABS Term Sheets described in this subsection (d) must be provided to the Company 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. The Underwriter agrees that it will not provide to any investor or prospective investor in the Securities any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials and ABS Term Sheets are required to be provided to the Company pursuant to this Section 4.2(d) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Company in accordance with this Section 4.2(d) for filing pursuant to Section 5.8), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (e) All information included in the Computational Materials shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided that the Computational Materials and ABS Term Sheets or ABS Term Sheets, as the case may be, may include information based on alternative assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the Pool that differ from the final pool information in any material respect or on structuring terms that were revised prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final pool information and structuring assumptions, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Securities and include such revised Computational Materials and ABS Term Sheets (marked, “as revised”) in the materials delivered to the Company pursuant to subsection (d) above. (f) The Company shall not be obligated to file any Computational Materials that have been determined to contain any material error or omission. In the event that any Computational Materials or ABS Terms Sheets are determined, within the period which the Prospectus relating to the Securities is required to be delivered under the Act, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials to all recipients of the prior versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Securities and shall deliver copies of such corrected Computational Materials and ABS Term Sheets (marked, “as corrected”) to the Company for filing with the Commission in a subsequent Form 8-K submission (subject to the Company’s obtaining an accountant’s comfort letter in respect of such corrected Computational Materials, which shall be at the expense of the Underwriter), provided that if any such letter is required to be revised solely because of a change in the pool information, fifty percent of any additional expenses for such letter resulting from the change in pool information shall be paid by each of the Underwriter and the Company. (g) If the Underwriter does not provide any Computational Materials or ABS Term Sheets to the Company pursuant to subsection (d) above, the Underwriter shall be deemed to have represented, as of the 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 Securities that is required to be filed with the Commission in accordance with the No-Action Letters, and the Underwriter shall provide the Company with a certification to that effect on the Closing Date. (h) In the event of any delay in the delivery by the Underwriter to the Company of all Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (d) above, or in the delivery of the accountant’s comfort letter in respect thereof pursuant to Section 5.8, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.8 to file the Computational Materials and ABS Term Sheets by the time specified therein. (i) The Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the No-Action Letters with respect to the generation and use of Computational Materials and ABS Term Sheets in connection with the offering of the Securities. 4.3 The Underwriter further agrees that on or prior to the sixth day after the Closing Date, it shall provide the Company with a certificate, substantially in the form of Exhibit E attached hereto, setting forth (i) in the case of each class of Securities, (a) if less than 10% of the aggregate principal balance of such class of Securities has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit E hereto, or, (b) if % or more of such class of Securities has been sold to the public as of such date but no single price is paid for at least % of the aggregate principal balance of such class of Securities, then the weighted average price at which the Securities of such class were sold expressed as a percentage of the principal balance of such class of Securities sold, or (c) the first single price at which at least % of the aggregate principal balance of such class of Securities was sold to the public, (ii) the prepayment assumption used in pricing each class of Securities, and (iii) such other information as to matters of fact as the Company may reasonably request to enable it to comply with its reporting requirements with respect to each class of Securities to the extent such information can in the good faith judgment of the Underwriter be determined by it.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 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. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Cx. Xxxorxxxxxxx and Xxxxxx Kidder Structured Asset CorporationAssex Xxxxoration, 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 "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to belowbelxx. The Xxe Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bx) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 4.1. It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 4.2. It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I1, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxcoxxxxxxxd and Xxxxxx Kidder Structured Asset CorporationAssxx Xxxpoxxxxxx, as made applicable to other issuers oxxxx xssuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to belowbexxx. The Xhe Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes Fxx xxxposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 4.1. It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 4.2. It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xx. Xxcoxxxxxxxd and Xxxxxx Kidder Structured Asset CorporationAssxx Xxxporation, as made applicable to other issuers oxxxx xssuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to belowbexxx. The Xhe Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bx) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (a) The Underwriters shall provide written information in respect of the plan of distribution to the Depositor expressly for use in the Preliminary Prospectus and the Prospectus. (b) It is understood that you the Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus Prospectus. It is further understood that the Depositor, in reliance upon Policy Statement 105, has not, and you agree will not, file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the Certificates. Each Underwriter therefore agrees that all sales of the Certificates made by such offers Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (c) In connection with the offering of the Certificates, the Underwriters may prepare and provide to prospective investors certain (x) computational materials ("Computational Materials (Materials") as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Incxxxxxxtex xxx Xidder Structured Asset CorporationCorpxxxxxxn, as made xx xxxe applicable to other issuers isxxxxx and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively1994, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws below and regulations in connection with the use of (y) ABS term sheets ("ABS Term Sheets"), including each as defined in 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 LetterNo-Action Letters described in clause (x) above, collectively, the "No-Action Letters"), subject to the following conditions (to which such conditions each Underwriter agrees, severally and not jointly, with respect to those Computational Materials, and ABS Term Sheets prepared by such Underwriter): (i) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Depositor shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Term Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials and ABS Term Sheets referred to herein bear a legend in a form previously approved in writing by the Depositor. (bii) For purposes hereofEach Underwriter shall provide the Depositor with representative forms of all Computational Materials and ABS Term Sheets prior to their first use, to the extent such forms have not previously been approved by the Depositor for use by such Underwriter. Each Underwriter shall provide to the Depositor, for filing on Form 8-K as provided in Section 5(k), copies (in such format as required by the Depositor) of all Computational Materials and ABS Term Sheets that are required to be filed with the Commission pursuant to the No-Action Letters. Such Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Depositor 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 and in accordance with the No-Action Letters. No Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (ii) for filing pursuant to Section 5(k)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (iii) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the mortgage pool that differ from the mortgage pool information as reflected in the Final Offering Document Information (as defined in the Indemnification Certificates, as amended or supplemented, between the respective Mortgage Loan Seller and the Depositor (collectively, the "Indemnification Certificates")) in any material respect, or on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the Final Offering Document Information, (as defined in the Indemnification Certificates) and structuring assumptions used in the Prospectus, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Certificates, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Depositor pursuant to subsection (ii) above. (iv) The Depositor shall not be obligated to file any Computational MaterialsMaterials or ABS Term Sheets that have been determined to contain any material error or omission, provided that, at the request of the related Underwriter, the Depositor will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated ____________" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked, "material previously dated ___________ as used herein corrected." If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the 1933 Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to the Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers under each of the Mortgage Loan Purchase Agreements between the related Mortgage Loan Seller and the Depositor, (including the Owner Trust Loans, under the Owner Trust Purchase Agreement)). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the meaning given Depositor of any such term material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the Final Offering Document Information, Preliminary Offering Document Information and Computational Information, each as defined in the Indemnification Certificates. (v) Each Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to subsection (ii) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters, but and each Underwriter shall include only those provide the Depositor with a certification to that effect on the Closing Date. (vi) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials that have been prepared and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or delivered to prospective investors by or at in the direction delivery of the Underwriter. For purposes hereofaccountant's letter in respect thereof pursuant to Section 5(l), "ABS Term Sheets" and "Collateral Term Sheets" as used herein the Depositor shall have the meanings given such terms right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the PSA Letter but shall include only those Depositor to comply with its agreement set forth in Section 5(l) to file the Computational Materials and ABS Term Sheets by the time specified therein. (d) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or Collateral Term ABS Terms Sheets that prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in subsection (c) above have been prepared or delivered to prospective investors by or at the direction of the Underwritersatisfied with respect thereto.

Offering by Underwriter. 4.1 It is understood that you the Underwriters propose to offer the Certificates Offered Notes for sale to the public as set forth in the Prospectus and that you agree that all will not offer, sell or otherwise distribute the Offered Notes (except for the sale thereof in exempt transactions) in any state in which the Offered Notes are not exempt from registration under "blue sky" or state securities laws (except where the Offered Notes will have been qualified for offering and sale at your direction under such offers and sales by you shall be made in compliance with all applicable laws and regulations"blue sky" or state securities laws). 4.2 It is understood that you the Underwriters may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with your offering of the CertificatesOffered Notes, subject to the following conditions: (a) The Underwriter shall comply with all applicable laws and regulations in In connection with the use of Computational Materials, including the Underwriters shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 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 (collectively, the "Xxxxxx/PSA Letter") ), as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in In connection with the use of ABS Term Sheets, including the Underwriters shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I1, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xx. Xxcorporated and Xxxxxx Kidder Structured Asset CorporationAssxx Xxxpoxxxxxx, as made applicable to other issuers xssuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to below. The Xhe Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bx) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates [Certificates][Notes] for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) and ABS Term Sheets in connection with your offering of the Certificates[Certificates][Notes], subject to the following conditions: (a) The 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 24, 1994 (collectively, the "Xxxxxx/PSA Letter") ), as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (a) The Underwriters shall provide written information in respect of the plan of distribution to the Depositor expressly for use in the Preliminary Prospectus and the Prospectus. (b) It is understood that you the Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus Prospectus. It is further understood that the Depositor, in reliance upon Policy Statement 105, has not, and you agree will not, file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the Certificates. Each Underwriter therefore agrees that all sales of the Certificates made by such offers Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (c) In connection with the offering of the Certificates, the Underwriters may prepare and provide to prospective investors certain (x) computational materials ("Computational Materials (Materials") as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Incxxxxxxted and Xxxxxx Kidder Structured Asset CorporationCorpxxxxxxn, as made xx xxxe applicable to other issuers isxxxxx and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively1994, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws below and regulations in connection with the use of (y) ABS term sheets ("ABS Term Sheets"), including each as defined in 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 LetterNo-Action Letters described in clause (x) above, collectively, the "No-Action Letters"), subject to the following conditions (to which such conditions each Underwriter agrees, severally and not jointly, with respect to those Computational Materials, and ABS Term Sheets prepared by such Underwriter): (i) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Depositor shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Term Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials and ABS Term Sheets referred to herein bear a legend in a form previously approved in writing by the Depositor. (bii) For purposes hereofEach Underwriter shall provide the Depositor with representative forms of all Computational Materials and ABS Term Sheets prior to their first use, to the extent such forms have not previously been approved by the Depositor for use by such Underwriter. Each Underwriter shall provide to the Depositor, for filing on Form 8-K as provided in Section 5(k), copies (in such format as required by the Depositor) of all Computational Materials and ABS Term Sheets that are required to be filed with the Commission pursuant to the No-Action Letters. Such Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Depositor 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 and in accordance with the No-Action Letters. No Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (ii) for filing pursuant to Section 5(k)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (iii) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the mortgage pool that differ from the mortgage pool information as reflected in the Final Offering Document Information (as defined in the Indemnification Certificates, as amended or supplemented, between the respective Mortgage Loan Seller and the Depositor (collectively, the "Indemnification Certificates")) in any material respect, or on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the Final Offering Document Information, (as defined in the Indemnification Certificates) and structuring assumptions used in the Prospectus, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Certificates, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Depositor pursuant to subsection (ii) above. (iv) The Depositor shall not be obligated to file any Computational MaterialsMaterials or ABS Term Sheets that have been determined to contain any material error or omission, provided that, at the request of the related Underwriter, the Depositor will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated ____________" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked, "material previously dated ___________ as used herein corrected." If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the 1933 Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to the Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers under each of the Mortgage Loan Purchase Agreements between the related Mortgage Loan Seller and the Depositor, (including the Owner Trust Loans, under the Owner Trust Purchase Agreement)). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the meaning given Depositor of any such term material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the Final Offering Document Information, Preliminary Offering Document Information and Computational Information, each as defined in the Indemnification Certificates. (v) Each Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to subsection (ii) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters, but and each Underwriter shall include only those provide the Depositor with a certification to that effect on the Closing Date. (vi) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials that have been prepared and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or delivered to prospective investors by or at in the direction delivery of the Underwriter. For purposes hereofaccountant's letter in respect thereof pursuant to Section 5(l), "ABS Term Sheets" and "Collateral Term Sheets" as used herein the Depositor shall have the meanings given such terms right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the PSA Letter but shall include only those Depositor to comply with its agreement set forth in Section 5(l) to file the Computational Materials and ABS Term Sheets by the time specified therein. (d) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or Collateral Term ABS Terms Sheets that prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in subsection (c) above have been prepared or delivered to prospective investors by or at the direction of the Underwritersatisfied with respect thereto.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 24, 1994 (collectively, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 (a) The Underwriters shall provide written information in respect of the plan of distribution to the Depositor expressly for use in the Preliminary Prospectus and the Prospectus. (b) It is understood that you the Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus Prospectus. It is further understood that the Depositor, in reliance upon Policy Statement 105, has not, and you agree will not, file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Certificates. Each Underwriter therefore agrees that all sales of the Certificates made by such offers Underwriter in and sales by you shall from the State of New York will be made in compliance with all applicable laws and regulationsonly to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that you (c) In connection with the offering of the Certificates, the Underwriters may prepare and provide to prospective investors certain (x) computational materials ("Computational Materials (Materials") as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Incxxxxxxtex xxx Xidder Structured Asset CorporationCorpxxxxxxn, as made xx xxxe applicable to other issuers isxxxxx and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively1994, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws below and regulations in connection with the use of (y) ABS term sheets ("ABS Term Sheets"), including each as defined in 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 LetterNo-Action Letters described in clause (x) above, collectively, the "No-Action Letters"), subject to the following conditions (to which such conditions each Underwriter agrees, severally and not jointly, with respect to those Computational Materials, and ABS Term Sheets prepared by such Underwriter): (i) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Depositor shall have the right to require additional specific legends or notations to appear on any Computational Materials or ABS Term Sheets, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this (i) will be satisfied if all Computational Materials and ABS Term Sheets referred to herein bear a legend in a form previously approved in writing by the Depositor. (bii) For purposes hereofEach Underwriter shall provide the Depositor with representative forms of all Computational Materials and ABS Term Sheets prior to their first use, to the extent such forms have not previously been approved by the Depositor for use by such Underwriter. Each Underwriter shall provide to the Depositor, for filing on Form 8-K as provided in Section 5(k), copies (in such format as required by the Depositor) of all Computational Materials and ABS Term Sheets that are required to be filed with the Commission pursuant to the No-Action Letters. Such Underwriter may provide copies of the foregoing in a consolidated or aggregated form including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials and ABS Term Sheets described in this subsection (ii) must be provided to the Depositor 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 and in accordance with the No-Action Letters. No Underwriter shall provide to any investor or prospective investor in the Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (ii) for filing pursuant to Section 5(k)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (iii) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the mortgage pool that differ from the mortgage pool information as reflected in the Final Offering Document Information (as defined in the Indemnification Certificates, as amended or supplemented, between the respective Mortgage Loan Seller and the Depositor (collectively, the "Indemnification Certificates")) in any material respect, or on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the Final Offering Document Information, (as defined in the Indemnification Certificates) and structuring assumptions used in the Prospectus, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriter they would purchase all or any portion of the Certificates, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Depositor pursuant to subsection (ii) above. (iv) The Depositor shall not be obligated to file any Computational MaterialsMaterials or ABS Term Sheets that have been determined to contain any material error or omission, provided that, at the request of the related Underwriter, the Depositor will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated ____________" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked, "material previously dated ___________ as used herein corrected." If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the 1933 Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or omission, the Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to the Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers under each of the Mortgage Loan Purchase Agreements between the related Mortgage Loan Seller and the Depositor, (including the Owner Trust Loans, under the Owner Trust Purchase Agreement)). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the meaning given Depositor of any such term material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the Final Offering Document Information, Preliminary Offering Document Information and Computational Information, each as defined in the Indemnification Certificates. (v) Each Underwriter shall be deemed to have represented, as of the Closing Date, that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to subsection (ii) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that is required to be filed with the Commission in accordance with the No-Action Letters, but and each Underwriter shall include only those provide the Depositor with a certification to that effect on the Closing Date. (vi) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials that have been prepared and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or delivered to prospective investors by or at in the direction delivery of the Underwriter. For purposes hereofaccountant's letter in respect thereof pursuant to Section 5(l), "ABS Term Sheets" and "Collateral Term Sheets" as used herein the Depositor shall have the meanings given such terms right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the PSA Letter but shall include only those Depositor to comply with its agreement set forth in Section 5(l) to file the Computational Materials and ABS Term Sheets by the time specified therein. (d) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or Collateral Term ABS Terms Sheets that prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in subsection (c) above have been prepared or delivered to prospective investors by or at the direction of the Underwritersatisfied with respect thereto.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The Seller authorizes the Underwriter shall comply with to take all applicable laws such action as it may deem advisable in respect of all matters pertaining to sales of the Notes to dealers and regulations in connection with the use of Computational Materialsto retail purchasers and to member firms and specialists, including the No-Action Letter of May 20, 1994 issued by right to make variations in the Commission selling arrangements with respect 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 (collectively, the "Xxxxxx/PSA Letter") as well as the PSA Letter referred to below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters")such sales. (b) For purposes hereofNotwithstanding the foregoing, "Computational Materials" as used herein shall have the Underwriter agrees that it will not offer or sell any Notes within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities, bank regulatory or other applicable law. (c) Notwithstanding the foregoing, the Underwriter agrees that it will not offer or sell any Notes in any other country, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities law. (d) The Underwriter represents and agrees that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning given of Section 21 of the Financial Services and Markets Act of 2000, as amended (the “FSMA”)) received by it in connection with the NY1 8979267v.7 issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (iii) after the Sale Closing Date, it will provide the Seller with a list of all foreign jurisdictions related to any written confirmations of sale of Notes it has sent. (e) The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out by the Underwriter the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, the Underwriter shall deliver a printed or paper copy of the Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such term copy shall be the same electronic file containing the Prospectus in the No-Action Lettersidentical form transmitted electronically to the Underwriter by or on behalf of the Seller specifically for use by the Underwriter pursuant to this Section 4(e); for example, but shall include only those Computational Materials that have been prepared or if the Prospectus is delivered to prospective investors the Underwriter by or at the direction on behalf of the Seller in a single electronic file in .pdf format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in .pdf format. The Underwriter further agrees that if it delivers to an investor the Prospectus in ..pdf format, upon the Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus. (f) The Underwriter represents and agrees (i) that it did not enter into any contract of sale for any Notes prior to the date of the Prospectus and (ii) that it will, at any time that the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, deliver to each investor to whom Notes are sold by it the Prospectus. (g) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the Underwriter represents and agrees with the Seller that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes to the public in that Relevant Member State other than to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; provided that no such offer of Notes shall require the Issuer or the Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this Section 4(g), (A) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered, so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in NY1 8979267v.7 that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU and (D) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom. (h) The Underwriter represents and agrees that, (a) it has not delivered, and will not deliver, any Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not participated, and will not participate, in any oral communication regarding Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization unless a designated representative from SCUSA participates in such communication; provided, however, that if the Underwriter receives an oral communication from a Hired NRSRO, the Underwriter is authorized to inform such Hired NRSRO that it will respond to the oral communication with a designated representative from SCUSA. For purposes hereofof this paragraph, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have “Rating Information” means any information provided to a Hired NRSRO for the meanings given such terms in purpose of (a) determining the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at initial credit rating for the direction Notes, including information about the characteristics of the UnderwriterReceivables and the legal structure of the Notes, and (b) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I1, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xx. Xxcorporated and Xxxxxx Kidder Structured Asset CorporationAssxx Xxxpoxxxxxx, as made applicable to other issuers oxxxx xssuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to belowbexxx. The Xhe Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 4.1. It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 4.2. It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Pxxxxxx & Co. Incorporated Xx. Xxcorporated and Xxxxxx Structured Kidder Strucxxxxx 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 "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to referxxx xx below. The Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bx) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.

Offering by Underwriter. 4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that you may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with your offering of the Certificates, subject to the following conditions: (a) The Underwriter 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 XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Cx. Xxxorxxxxxxx and Xxxxxx Kidder 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 "XxxxxxKidder/PSA Letter") as well as the PSA Letter referred to belowbelxx. The Xxe Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of the Underwriter.