Common use of Offering by Underwriters Clause in Contracts

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" 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. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 such 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 such Underwriter.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 such 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 such Underwriter.

Offering by Underwriters. SECTION 4.1. It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. SECTION 4.2. It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 to 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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood ------------------------ that after the several Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each Underwriter may provide to prospective investors the Series 1999-2 Term Sheet, dated February 17, 1999, relating to the Certificates (the "1999-2 Series Term Sheet") prepared by the Bank and attached ------------------------ hereto as Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the requirements of (A) the no-action letter, dated May 20, 1994, issued by the Commission to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx & Xo. Incorporated and Kiddxx Xxxuctured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 24, 1994 (collectively, the "Kiddxx/XXX ---------- Letter"), (B) the requirements of the no-action letter, dated February ------ 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and (C) the requirements of the ---------- no-action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the ---------------- Kiddxx/XXX Letter and the PSA Letter, the "No-Action Letters"). ----------------- (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless is it has obtained the prior written consent of the Bank to such usage and (b) other than the 1999-2 Series Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall ----------------- have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") Letter and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and ----------------------- the No-Action Letters. For purposes hereof, "ABS Term Sheets," --------------- "Structural Term Sheets" and "Collateral Term Sheets" shall have the ---------------------- ---------------------- meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. (a) It is understood that after ------------------------ the several Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each Underwriter may provide to prospective investors the 1998-3 Term Sheet, dated June 17, 1998, relating to the Certificates (the "1998-3 Term Sheet") prepared by the Bank and attached ----------------- hereto as Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the requirements of (A) the no-action letter, dated May 20, 1994, issued by the Commission to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Peabody & Co. Incorporated and Kiddxx Xxxuctured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 24, 1994 (collectively, the "Kiddxx/XXX Letter"), (B) the ----------------- requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA --- Letter") and (C) the requirements of the no-action letter, dated April ------ 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the Kiddxx/XXX Letter and the PSA ---------------- Letter, the "No-Action Letters"). ----------------- (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless is it has obtained the prior written consent of the Bank to such usage and (b) other than the 1998-3 Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the ----------------- meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") Letter and "Computational ------------- Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action --------- Letters. For purposes hereof, "ABS Term Sheets," "Structural Term --------------- --------------- Sheets" and "Collateral Term Sheets" shall have the meanings given such ------ ---------------------- terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated and Xxxxxx Co. Xxxxrpoxxxxx xnd Kidder Structured Asset CorporationXxxxxxatixx, as xx made applicable to other issuers otxxx xssuers and underwriters by the Commission in the response to the request of the Public Securities Association, Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as the PSA Letter and referred to below. Xx connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated Letter of February 17, 1995, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (b) For xxxxxses hereof, "Computational Materials" as used herein shall have the meaning given to 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

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Underwritten Certificates unless is has obtained which are not "mortgage related securities" as defined in the prior written consent of the Bank to such usage and 1934 Act (as defined below). (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only those ABS Term Sheets, dated February 17, 1995, issued Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the Commission to the Public Securities Association (the "PSA Letter")direction of such Underwriter.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Offered Certificates for sale to the public (which may include selected dealers) as set forth in the ProspectusProspectus and that you will not offer, sell or otherwise distribute the Offered Certificates (except for the sale thereof in exempt transactions) in any state in which the Offered Certificates are not exempt from registration under "blue sky" or state securities laws (except where the Offered Certificates will have been qualified for offering and sale at your direction under such "blue sky" or state securities laws). 4.2 It is understood that 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 Offered Certificates, subject to the following conditions: (a) Each Underwriter, severally, represents and warrants to In connection with the Bank that (a) it has not and will not use any information that constitutes "of Computational Materials" , the Underwriters shall comply with respect to the offering of Certificates unless is has obtained the prior written consent all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKiddxx, Xxxxxxx Xxabody Acceptance Corporation I, XxxxxxKiddxx, Peabody Xxabxxx & Co., Xo. Incorporated and Xxxxxx Structured Kiddxx Xxxuctured 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 "XxxxxxKiddxx/PSA XXX Letter"), as well as the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, the Underwriters shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated Letter of February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kiddxx/XXX Letter, the "No-Action Letters").

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352 e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering of Certificates. For purposes hereof, "Series Term Sheet" following conditions: (i) Such Underwriter shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together comply with the no-requirements of the no action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2427, 1994 (collectively, the "“Xxxxxx/PSA Letter"”), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have requirements of the meanings given such terms in the no-no action letter, dated 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”). (ii) For purposes hereof, “Computational Materials” shall have the meaning given such term in the No Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been delivered to prospective investors by or at the direction of such

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 such 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 such Underwriter.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each UnderwriterIn connection with the offering of the Bonds, severally, represents each Underwriter may prepare and warrants provide to the Bank that prospective investors (ax) it has not and will not use any information that constitutes items similar to computational materials ("Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof), "Series Term Sheet" shall have the meaning given such term as defined in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated letter of May 20, 1994, 1994 issued by the Commission SEC to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated and Xxxxxx Co. Inxxxxxxatxx xxx Kidder Structured Asset CorporationCorxxxxxxon, as made applicable to other issuers ixxxxxx and underwriters by the Commission SEC in the response to the request of the Public Securities Association, Association dated May 24, 1994 (collectively1994, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in as well as the no-action letter, dated letter of February 17, 1995, 1995 issued by the Commission SEC to the Public Securities Association (the "PSA Letter") (collectively, the "No-Action Letters") and (y) items similar to ABS term sheets ("ABS Term Sheets") as defined in the PSA Letter, 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 Schedule III. The Bond Issuer 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 Section 6(a)(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 Bond Issuer. (ii) Such Underwriter shall provide to the Bond Issuer, for approval by the Bond Issuer, 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 Bond Issuer for use by such Underwriter. Such Underwriter shall provide to the Bond Issuer, for filing on Form 8-K as provided in Section 5(a)(x) hereof, copies (in such format as required by the Bond Issuer) of all Computational Materials and ABS Term Sheets that are required to be filed with the SEC 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 Section 6(a)(ii) must be provided to the Bond Issuer 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. Such Underwriter shall not provide to any investor or prospective investor in the Bonds 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 Bond Issuer pursuant to this Section 6(a)(ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Bond Issuer in accordance with this Section 6(a)(ii) for filing pursuant to Section 5(a)(x) hereof), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Final 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 Registration Statement as set forth therein. However, 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 are based on assumptions with respect to the information, whether in written or electronic format or otherwise, regarding the Bondable Transition Property provided to the Underwriters by or on behalf of the Seller or the Bond Issuer (the "Bondable Transition Property Information") that differ from the final Bondable Transition Property Information in any material respect or on Bond structuring terms that were revised in any material respect prior to the printing of the Final Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Bondable Transition Property Information and structuring assumptions, deliver with the Final Prospectus such revised Computational Materials and ABS Term Sheets to each recipient of the preliminary versions thereof that indicated orally to any Underwriter that such recipient would purchase all or any portion of the Bonds, and include such revised Computational Materials and ABS Term Sheets (marked "AS REVISED") in the materials delivered to the Bond Issuer pursuant to Section 6(a)(ii) hereof. The expenses of each Underwriter relating to the preparation and transmission of its Computational Materials and ABS Term Sheets, including, without limitation, fees and expenses of accountants, shall be the responsibility of the Bond Issuer. (iv) The Bond Issuer 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 any Underwriter, the Bond Issuer 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 a prospectus relating to the Bonds is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Bond Issuer or such Underwriter, to contain a material error or omission, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Bonds, 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 Bond Issuer for filing with the SEC in a subsequent Form 8-K submission (subject to the Bond Issuer'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 Bond Issuer). (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 Bond Issuer pursuant to Section 6(a)(ii) hereof, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Bonds that is required to be filed with the SEC in accordance with the No-Action Letters. (vi) In the event any delay in the delivery by any Underwriter to the Bond Issuer of all Computational Materials and ABS Term Sheets required to be delivered in accordance with Section 6(a)(ii) hereof, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(a)(x) hereof, the Bond Issuer shall have the right to delay the release of the Final Prospectus to investors or to any Underwriter, to delay the Closing Date and to take other appropriate actions, in each case set forth in Section 5(a)(x) hereof, to file the Computational Materials and ABS Term Sheets by the time specified therein. (vii) Each Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures that 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 Bonds. (b) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Term Sheets prior to the date hereof in connection with the offering of the Bonds, all of the conditions set forth in Section 6(a) hereof have been satisfied with respect thereto.

Offering by Underwriters. (a) It is understood that after the several ------------------------ Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each UnderwriterUnderwriter may provide to prospective investors the Series 1999-3 Term Sheet, severallydated April 20, represents and warrants 1999, relating to the Bank that Certificates (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "1999-3 Series Term Sheet" ") prepared by the Bank and attached hereto as ------------------------ Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company requirements of (the "Greenwood Letter"A) and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), (B) the PSA Letter and requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the ----------------- no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and (C) the requirements ---------- of the no-action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the ---------------- Xxxxxx/PSA Letter and the PSA Letter, the "No-Action Letters"). ----------------- (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materi als" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the 1999-3 Series Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the Greenwood ------------------ Letter and "Computational Materials" shall have the meaning given such term ----------------------- in the No-Action Letters. For purposes hereof, "ABS Term Sheets," --------------- "Structural Term Sheets" and "Collateral Term Sheets" shall have the ----------------------- ---------------------- meanings given such terms in the PSA Letter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter. It is further understood that the Depositor, severallyin reliance upon Policy Statement 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent Certificates. Each Underwriter severally and not jointly therefore agrees that sales of the Bank Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105. (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" In connection with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission Underwriters may each prepare and provide to Greenwood Trust Company prospective investors (the "Greenwood Letter"i) and computational materials ("Computational Materials" shall have the meaning given such term ") as defined in the Greenwood No-Action Letter and, together with the no-action letter, dated of May 20, 1994, 1994 issued by the Staff of the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated and Xxxxxx Co. Incorxxxxxxd xxx Xxxder Structured Asset CorporationCorporxxxxx, as made applicable to other issuers and issuxxx xxd underwriters by the Staff of the Division of Corporation Finance of the Commission in the response to the request of the Public Securities Association, Association dated May 24, 1994 1994, as well as the PSA Letter referred to below and (collectively, the ii) ABS term sheets ("Xxxxxx/PSA LetterABS Term Sheets"), the PSA Letter and each as defined in the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated Letter of February 17, 1995, 1995 issued by the Staff of the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter", and, together with the No-Action Letters described in clause (i) above, collectively, the "No-Action Letters"), subject to the following conditions (to which such conditions each Underwriter agrees (provided that no Underwriter is responsible for any breach of the following conditions by any other 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 to the Depositor, for filing on Form 8-K as provided in Section 5(i), 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. None of the Underwriters 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(i), 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, or characteristics of, the mortgage pool that differ from the mortgage pool information as reflected in the Final Prospectus Supplement (as defined in the Indemnification Agreements, dated as of [___________], 200[_], between the respective Mortgage Loan Sellers, the Depositor and the Underwriters (collectively, as amended or supplemented, 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 preparing such materials shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Prospectus Supplement 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, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of BSCMI and [_______] under the BSCMI Mortgage Loan Purchase Agreement and the [________] Mortgage Loan Purchase Agreement, respectively. As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the BSCMI Mortgage Loan Information and the [__________] Mortgage Loan Information (each as defined in the respective 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. (vi) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(i), the Depositor shall have the 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 Depositor to comply with its agreement set forth in Section 5(i) to file the Computational Materials and ABS Term Sheets by the time specified therein. (c) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Terms Sheets prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in clause (b) above have been satisfied with respect thereto. (d) Each Underwriter further represents and warrants that it has offered and sold Certificates only to, or directed at, persons who: (i) are outside the United Kingdom; (ii) have professional experience in participating in unregulated collective investment schemes; or (iii) are persons falling within Article 22(2)(a) through (d) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes)(Exemptionx) Xxxxx 2001.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Certificates Notes for sale to the public (which may include selected dealers) as set forth in the ProspectusProspectus and the Underwriters agree that all such offers and sales by them shall be made in compliance with all applicable laws and regulations. 4.2 It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with their offering of the Notes, subject to the following conditions: (a) Each Underwriter, severally, represents The Underwriters shall comply with all applicable laws and warrants to regulations in connection with the Bank that (a) it has not and will not use any information that constitutes "of Computational Materials" with respect to , including the offering No-Action Letter of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., 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 the PSA Letter referred to below. The Underwriters shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 Underwriters. 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 Underwriters. (i) All Computational Materials and ABS Term Sheets provided to prospective investors that are required to be filed with the Commission 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 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.” (ii) 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 CERTIFICATES AND [EXCEPT WITH RESPECT TO THE INITIAL COLLATERAL TERM SHEET PREPARED BY THE UNDERWRITER] SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [name of Underwriter].” 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 (c) will be satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form previously approved in writing by the Depositor. (d) [SG AMERICAS SECURITIES, LLC] as representative of the Underwriters (the “Representative”) shall provide the Depositor and the Seller 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 Underwriters. Each Underwriter shall provide to the Depositor, for filing on Form 8-K as provided in Section 5.9, copies (in such format as required by the Depositor) of all Computational Materials and ABS Term Sheets, including without limitation Computational Materials or ABS Term Sheets that are prepared or made available by or are generated pursuant to any internet Web site or electronic media established by such Underwriter or any third party to which such Underwriter provided information regarding the Notes, that are required to be filed with the Commission pursuant to the No-Action Letters. The Representative 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 Depositor 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 of otherwise in accordance with the No-Action Letters. The Underwriters agree that they will not provide to any investor or prospective investor in the Notes 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 Depositor pursuant to this Section 4.2(d) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this Section 4.2(d) for filing pursuant to Section 5.9 hereof), 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 and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided, however, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. 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 Note structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Representative shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Pool Information and structuring assumptions, the Underwriters shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated or subsequently indicate orally to the Underwriters that they will purchase all or any portion of the Notes, and the Representative shall include such revised Computational Materials and ABS Term Sheets (marked, “as revised”) in the materials delivered to the Depositor pursuant to subsection (d) above. (f) 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, however, that, at the request of the Representative, 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.” In the event that, within the period during which the Prospectus relating to the Notes is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor, the Seller or the Underwriters, to contain a material error or omission, the Representative shall prepare a corrected version of such Computational Materials or ABS Term Sheets, the Underwriters shall circulate such corrected Computational Materials and ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to the Underwriters they would purchase all or any portion of the Notes, or actually purchased all or any portion thereof, and the Representative shall deliver copies of such corrected Computational Materials and 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 and the Seller’s obtaining an accountant’s comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which shall be at the expense of the Underwriters). (g) If any Underwriter does not provide any Computational Materials or ABS Term Sheets to the Depositor and the Seller pursuant to subsection (d) above, such 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 Notes that is required to be filed with the Commission in accordance with the No-Action Letters, and such Underwriter shall provide the Depositor and the Seller with a certification to that effect on the Closing Date. (h) In the event of any delay in the delivery by the Representative or any Underwriter to the Depositor and the Seller 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 5.9 hereof, the Depositor or the Seller shall have the 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 Depositor to comply with its agreement set forth in Section 5.9 to file the Computational Materials and ABS Term Sheets by the time specified therein. (i) Each Underwriter, severally and not jointly, 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 Notes. 4.3 The Representative agrees that on or prior to the sixth day after the Closing Date, the Representative shall provide to the Depositor and the Seller, on behalf of the Underwriters, a certificate, substantially in the form of Exhibit G attached hereto, setting forth (i) in the case of each class of Notes sold by it, (a) if less than 10% of the aggregate principal balance of such class of Notes has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit G hereto, or, (b) if 10% or more of such class of Notes 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 Notes, then the weighted average price at which the Notes of such class were sold expressed as a percentage of the principal balance of such class of Notes sold, or (c) the first single price at which at least 10% of the aggregate principal balance of such class of Notes was sold to the public, (ii) the prepayment assumption used in pricing each class of Notes sold by it, and (iii) such other information as to matters of fact as the Depositor may reasonably request to enable it to comply with its reporting requirements with respect to each class of Notes to the extent such information can in the good faith judgment of the Underwriters be determined by them. 4.4 Each Underwriter agrees that (i) a printed copy of the Prospectus will be delivered to each person who receives a confirmation of sale from such Underwriter prior to or at the same time with such confirmation of sale; (ii) if an electronic copy of the Prospectus is delivered by such Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Depositor specifically for use by such Underwriter pursuant to this Section 4.4; for example, if the Prospectus is delivered to such Underwriter by or on behalf of the Depositor in a single electronic file in pdf format, then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf format; and (iii) it has not used, and during the period for which it has an obligation to deliver a “prospectus” (as defined in Section 2(a)(10) of the Act) relating to the Notes (including any period during which such Underwriter has such delivery obligation in its capacity as a “dealer” (as defined in Section 2(a)(12) of the Act)) it will not use, any internet Web site or electronic media containing information for prospective investors, including any internet Web site or electronic media maintained by third parties, in connection with the offering of the Notes, except in compliance with applicable laws and regulations.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Certificates Offered Securities for sale to the public (which may include selected dealers) as set forth in the Prospectus and that no Underwriter will offer, sell or otherwise distribute the Offered Securities (except for the sale thereof in exempt transactions) in any state in which the Offered Securities are not exempt from registration under “blue sky” or state securities laws (except where the Offered Securities will have been qualified for offering and sale at such Underwriter’s direction under such “blue sky” or state securities laws). (b) In connection with the offering of the Offered Securities, the Underwriters may each prepare and provide to prospective investors Free Writing Prospectuses, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a PDF, except to the extent that the Company, in its sole discretion, waives such requirements, subject to the following conditions (to which such conditions each Underwriter agrees (provided that no Underwriter is responsible for any breach of the following conditions by any other Underwriter)): (i) Unless preceded or accompanied by the Prospectus, the Underwriter shall not convey or deliver any written communication to any person in connection with the initial offering of the Offered Securities, unless such written communication (1) is made in reliance on Rule 134 of the Securities Act Regulations, (2) constitutes a prospectus satisfying the requirements of Rule 430B of the Securities Act Regulations or (3) constitutes a Free Writing Prospectus and such Free Writing Prospectus is attached to this Agreement as Schedule IV. The Underwriter shall not convey or deliver in connection with the initial offering of the Offered Securities any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB of the Securities Act Regulations (“ABS Informational and Computational Material”), in reliance upon Rules 167 and 426 of the Securities Act Regulations. (ii) Each Underwriter shall deliver to the Depositor, (a) no later than two business days prior to the date of first use thereof, any Free Writing Prospectus prepared by or on behalf of such Underwriter that contains any “issuer information,” as defined in Rule 433(h) of the Securities Act Regulations and footnote 271 of the Commission’s Securities Offering Reform Release No. 33-8591 (“Issuer Information”) (which the parties hereto agree includes, without limitation, Pool Information (as defined herein)), and (b) upon first use, any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Offered Securities. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials shall be delivered by any Underwriter to the Company not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act and (b) the date of first use of such Free Writing Prospectus. (aiii) Each Underwriter, severally, Underwriter represents and warrants to the Bank Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 3(b)(ii) above will constitute all Free Writing Prospectuses of the type described in such Section that were furnished to prospective investors by such Underwriter in connection with its offer and sale of the Offered Securities. (aiv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 3(b)(ii) above, did not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of a material fact or, when read in conjunction with the other information included in the Disclosure Package, omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Issuer Information supplied by the Company to such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company to such Underwriter prior to the Time of Sale. (v) The Company agrees to file with the Commission the following: (A) Any Issuer Free Writing Prospectus; (B) Any Free Writing Prospectus or portion thereof delivered by any Underwriter to the Company pursuant to Section 3(b)(ii); and (C) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (vi) Any Free Writing Prospectus required to be filed pursuant to Section 3(b)(v) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (A) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Offered Securities shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Offered Securities and the date of first use; (B) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Offered Securities pursuant to Rule 424(b) of the Securities Act Regulations and two business days after the first use of such Free Writing Prospectus; (C) Any Free Writing Prospectus required to be filed pursuant to Section 3(b)(v)(C) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (D) The Company shall not be required to file (1) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Offered Securities or (2) any Free Writing Prospectus or portion thereof that contains a description of the Offered Securities or the offering of the Offered Securities which does not reflect the final terms thereof. (vii) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by it and distributed by or on behalf of the Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (viii) Notwithstanding the provisions of Section 3(b)(vii), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after such Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (ix) Notwithstanding the provisions of Sections 3(b)(v) and 3(b)(vii), neither the Company nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (x) The Company and each Underwriter each agree that any Free Writing Prospectuses prepared by it shall contain the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust, and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800[xx-xxx-xxxx]. (xi) The Company and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to this Section 3 for a period of three years following the initial bona fide offering of the Offered Securities. (A) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Free Writing Prospectus prepared by or on behalf of an Underwriter and delivered to an investor contained any untrue statement of a material fact or, when read in conjunction with the other information included in the Disclosure Package, omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), such Underwriter shall notify the Company thereof within one business day after discovery. (B) Provided that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus or contained Issuer Information, such Underwriter shall, if requested by the Company: (1) Prepare a Free Writing Prospectus with Corrective Information that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (2) Deliver the Corrected Free Writing Prospectus to each investor which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such investor; provided if the Time of Sale has occurred with respect to such investor, the Underwriter shall provide such investor with (w) adequate disclosure of the contractual arrangement, (x) adequate disclosure of the person’s rights under the existing contract of sale at the time termination is sought, (y) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original contract of sale, and (z) a meaningful ability to elect to terminate or not to terminate the prior contract of sale and to elect to enter into or not enter into a new contract of sale; and (3) In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus or contained Issuer Information, and the Underwriters shall in good faith incur any costs to any investor in connection with the reformation of the contract of sale with the investor, the Company agrees to reimburse the Underwriters for such costs; provided that, before incurring such costs, in Underwriters first permit the Company access to the applicable investor and an opportunity to attempt to mitigate such costs through direct negotiation with such investor. (xii) Each Underwriter covenants with the Company that after the final Prospectus is available such Underwriter shall not distribute any written information concerning the Offered Securities to a prospective investor unless such information is preceded or accompanied by the final Prospectus. (xiii) Each Underwriter covenants and agrees with the Company that it shall not accept any offer to purchase Offered Securities until the time at least 24 hours after the time the related offeree received the Preliminary Prospectus, or such shorter period as such Underwriter and the Company shall agree. (c) Each Underwriter has furnished or will furnish the Disclosure Package to purchasers of the Offered Securities prior to the Time of Sale. (d) Each 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 of Section 21 of the Financial Services and Markets Act) received by it in connection with the issue or sale of the Offered Securities in circumstances in which Section 21(1) of the Financial Services and Markets Act does not apply to the Issuer; (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom; and (iii) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), 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 use any information that constitutes "Computational Materials" with respect make an offer of Offered Securities to the offering public in that Relevant Member State prior to the publication of Certificates unless is a prospectus in relation to the Offered Securities which has obtained been approved by the prior written consent competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Bank Offered Securities to such usage the public in that Relevant Member State at any time: (x) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (y) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (b3) it has an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (z) in any other circumstances which do not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of securities to the offering public” in relation to any Offered Securities in any Relevant Member State means the communication in any form and by any means of Certificates. For purposes hereof, "Series Term Sheet" shall have sufficient information on the meaning given such term in terms of the no-action letter, dated April 5, 1996, issued by Commission offer and the securities to Greenwood Trust Company (be offered so as to enable an investor to decide to purchase or subscribe the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporationsecurities, as made applicable to other issuers and underwriters the same may be varied in that Member State by any measure implementing the Commission Prospectus Directive in the response to the request of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter that Member State and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" expression “Prospectus Directive” means Directive 2003/71/EC and "Collateral Term Sheets" shall have the meanings given such terms includes any relevant implementing measure in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter")each Relevant Member State.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabodx & Xx. Incorporated, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structurex Xxxxt Xxxxxxxtion and the no-action letterlexxxx xated May 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or any Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or any Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(c)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of this Section 4, neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, xxx depositor, any underwritxx xx xxx xealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.prospectus_dxxxxxxxxxxx@xxfasecurities.com. (i) In txx xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, as of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent _______________ Certificates. Each of the Bank Underwriters therefore covenants and agrees with the Company that sales of the ____________ Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only those ABS Term Sheets, dated February 17, 1995, issued Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the Commission to the Public Securities Association (the "PSA Letter")direction of such Underwriter.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association PSA Letter but shall include only (the "PSA Letter").x) the

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not “mortgage related securities” as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and “1934 Act”). (b) it has not It is understood that each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Base Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. For purposes hereofThe Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the 1933 Act (“ABS Informational and Computational Material”), "Series Term Sheet" shall have in reliance upon Rules 167 and 426 under the meaning given such term 1933 Act or any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kxxxxx, Pxxxxxx Acceptance Corporation I, Kxxxxx, Peabody & Co. Incorporated, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kxxxxx Structured Asset Corporation and the no-action letter, letter dated May 2027, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the "PSA Letter"Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an “Underwriting Free Writing Prospectus”) that contains any “issuer information”, as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission’s Securities Offering Reform Release No. 33-8591 (“Issuer Information”) (which the parties hereto agree includes, without limitation, Mortgage Loan Seller’s Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or the Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or the Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(e)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of Sections 4(e) and 4(g), neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free [_] or you email a request to [_]. (i) In the event that the Company becomes aware that, as of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (a “Defective Issuer Free Writing Prospectus”), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a “Corrected Issuer Free Writing Prospectus”). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser’s rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission’s Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as shall be set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, as amended (the "1934 Act"). Accordingly, each Underwriter covenants and agrees with the Company that sales of such Underwritten Certificates unless is has obtained made by such Underwriter in the prior written consent State of New York will be made only to institutional investors within the Bank to such usage and meaning of Policy Statement 105. (b) it has not The Underwriters may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials and ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" Sheets in connection with respect to the its offering of the Certificates. For purposes hereofEach Underwriter, "Series Term Sheet" severally and not jointly, covenants with the Company that: (i) Such Underwriter shall have comply with the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with requirements of the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated and Xxxxxx Co. Xxxxxxorated xxx Kidder Structured Asset CorporationCxxxxxxtixx, as xx made applicable to other issuers issuxxx and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2425, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in requirements of the no-action letterlettex, dated xxxed February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (ii) For xxxxxses hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets shall have the collective meanings given to the terms "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheet" in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood that after the several ------------------------ Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each Underwriter, severally, represents and warrants Underwriter may provide to prospective investors the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "1998-9 Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5December 15, 19961998, issued by Commission relating to Greenwood Trust Company the Certificates (the "Greenwood Letter1998-9 Series Term Sheet") prepared by the Bank and "Computational Materials" attached hereto as ------------------------ Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the Greenwood Letter and, together with requirements of (A) the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), (B) the PSA Letter and requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-no- ----------------- action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and (C) the requirements ---------- of the no-action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the ---------------- Xxxxxx/PSA Letter and the PSA Letter, the "No-Action Letters"). ----------------- (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the 1998-9 Series Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the Greenwood ----------------- Letter and "Computational Materials" shall have the meaning given such term ----------------------- in the No-Action Letters. For purposes hereof, "ABS Term Sheets," --------------- "Structural Term Sheets" and "Collateral Term Sheets" shall have the ---------------------- ---------------------- meanings given such terms in the PSA Letter.

Offering by Underwriters. (a) It is understood that after the several Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each UnderwriterUnderwriter may provide to prospective investors the 1999-_ Term Sheet, severallydated, represents and warrants _____________ __, 1999, relating to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter1999-_ Term Sheet") prepared by the Bank and "Computational Materials" attached hereto as Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the Greenwood Letter and, together with requirements of (A) the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), (B) the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and (C) the requirements of the no-action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the Xxxxxx/PSA Letter and the PSA Letter, the "No-Action Letters"). (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the 1999-_ Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the Greenwood Letter and "Computational Materials" shall have the meaning given such term in the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective inestors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Xncxxxxxxxed, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structured Axxxx Xorporation and the no-action letterlettex xxxxd May 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or the Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or the Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(e)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of this Section 4, neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, thx xxxositor, any underwriter xx xxx xxxxer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.prospectus_distribution@bofasecurities.com. (i) In the xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, xx of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Underwritten Certificates unless is has obtained which are not "mortgage related securities" as defined in the prior written consent 1934 Act (as defined below). Each of the Bank Underwriters therefore covenants and agrees with the Company that sales of the Class C, D and E Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105; provided, however, upon approval of the application for an exemption pursuant to Policy Statement 104, sales of the Class C Certificates may be made in accordance therewith. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only those ABS Term Sheets, dated February 17, 1995, issued Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the Commission to the Public Securities Association (the "PSA Letter")direction of such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter. It is further understood that the Depositor, severallyin reliance upon Policy Statement 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent Certificates. Each Underwriter severally and not jointly therefore agrees that sales of the Bank Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105. (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" In connection with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission Underwriters may each prepare and provide to Greenwood Trust Company prospective investors (the "Greenwood Letter"i) and computational materials ("Computational Materials" shall have the meaning given such term ") as defined in the Greenwood No-Action Letter and, together with the no-action letter, dated of May 20, 1994, 1994 issued by the Staff of the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Staff of the Division of Corporation Finance of the Commission in the response to the request of the Public Securities Association, Association dated May 24, 1994 1994, as well as the PSA Letter referred to below and (collectively, the ii) ABS term sheets ("Xxxxxx/PSA LetterABS Term Sheets"), the PSA Letter and each as defined in the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated Letter of February 17, 1995, 1995 issued by the Staff of the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter", and, together with the No-Action Letters described in clause (i) above, collectively, the "No-Action Letters"), subject to the following conditions (to which such conditions each Underwriter agrees (provided that no Underwriter is responsible for any breach of the following conditions by any other 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 to the Depositor, for filing on Form 8-K as provided in Section 5(i), 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. None of the Underwriters 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(i), 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, or characteristics of, the mortgage pool that differ from the mortgage pool information as reflected in the Final Prospectus Supplement (as defined in the Indemnification Agreements, dated as of March 7, 2003, between the respective Mortgage Loan Sellers, the Depositor and the Underwriters (collectively, as amended or supplemented, 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 preparing such materials shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Prospectus Supplement 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, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of PMCF, CIBC, BSCMI, and WFB under the PMCF Mortgage Loan Purchase Agreement, the BSCMI Mortgage Loan Purchase Agreement, the CIBC Mortgage Loan Purchase Agreement and the WFB Mortgage Loan Purchase Agreement, respectively. As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the Prudential Mortgage Loan Information, the CIBC Mortgage Loan Information, the BSCMI Mortgage Loan Information and the Xxxxx Fargo Mortgage Loan Information (each as defined in the respective 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. (vi) In the event of any delay in the delivery by any Underwriter to the Depositor of Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(i), the Depositor shall have the 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 Depositor to comply with its agreement set forth in Section 5(i) to file the Computational Materials and ABS Term Sheets by the time specified therein. (c) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Terms Sheets prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in clause (b) above have been satisfied with respect thereto. (d) Each Underwriter further represents and warrants that it has offered and sold Certificates only to, or directed at, persons who: (i) are outside the United Kingdom; (ii) have professional experience in participating in unregulated collective investment schemes; or (iii) are persons falling within Article 22(2)(a) through (d) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes)(Exemptions) Order 2001.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Underwritten Certificates unless is has obtained which are not "mortgage related securities" as defined in the prior written consent 1934 Act (as defined below). Each of the Bank Underwriters therefore covenants and agrees with the Company that sales of the Class C, D and E Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only those ABS Term Sheets, dated February 17, 1995, issued Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the Commission to the Public Securities Association (the "PSA Letter")direction of such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Acceptance Corporation Peabody Acceptaxxx Xxrporation I, XxxxxxKidder, Peabody & Co., Incorporated and Xxxxxx Co. Incorpoxxxxx anx Kidder Structured Asset CorporationCorpoxxxxxx, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), and the xxxxxxements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Kidder/PSA Letter, the "Xx-Xxtion Letters"). (ii) For purposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, dated February 17and (y) those other ABS Term Sheets, 1995Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter. As used herein, issued by the Commission to the Public Securities Association (the "PSA Letter")Term Sheets" means any ABS Term Sheets, Structural Term Sheets, and/or Collateral Term Sheets.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated Co. Xxxorporated and Xxxxxx Kidder Structured Asset CorporationAssex Xxxxorxxxxx, as made applicable to other issuers otxxx xxsuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2425, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), and the requirements of the no-action lexxxx, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (xx) For purposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the ABS Term Sheets attached hereto as Exhibit B and (y) those other ABS Term Sheets, dated February 17Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter. As used herein, 1995"Term Sheets" means any ABS Term Sheets, issued by the Commission to the Public Securities Association (the "PSA Letter")Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated Co. Xxxxxporated and Xxxxxx Kidder Structured Asset CorporationXxxxxxatxxx, as xx made applicable to other issuers issuxxx and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), and the requirements of the no-action letter, daxxx February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (ii) Xxx xxrposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, dated February 17and (y) those other ABS Term Sheets, 1995Structural Term Sheets or Collateral Term Sheets that have been prepared for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, issued by the Commission to the Public Securities Association (the "PSA Letter")Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Certificates Offered Securities for sale to the public (which may include selected dealers) as set forth in the Prospectus and that no Underwriter will offer, sell or otherwise distribute the Offered Securities (except for the sale thereof in exempt transactions) in any state in which the Offered Securities are not exempt from registration under “blue sky” or state securities laws (except where the Offered Securities will have been qualified for offering and sale at such Underwriter’s direction under such “blue sky” or state securities laws). (b) In connection with the offering of the Offered Securities, the Underwriters may each prepare and provide to prospective investors Free Writing Prospectuses (as defined below), or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Free Writing Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a PDF, except to the extent that the Company, in its sole discretion, waives such requirements, subject to the following conditions (to which such conditions each Underwriter agrees (provided that no Underwriter is responsible for any breach of the following conditions by any other Underwriter)): (i) Unless preceded or accompanied by the Prospectus, the Underwriter shall not convey or deliver any written communication to any person in connection with the initial offering of the Offered Securities, unless such written communication (1) is made in reliance on Rule 134 of the Securities Act Regulations, (2) constitutes a prospectus satisfying the requirements of Rule 430B of the Securities Act Regulations or (3) constitutes a Free Writing Prospectus and such Free Writing Prospectus is attached to this Agreement as Schedule III. The Underwriter shall not convey or deliver in connection with the initial offering of the Offered Securities any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB of the Securities Act Regulations (“ABS Informational and Computational Material”), in reliance upon Rules 167 and 426 of the Securities Act Regulations. (ii) Each Underwriter shall deliver to the Depositor, no later than two business days prior to the date of first use thereof, (a) any Free Writing Prospectus prepared by or on behalf of such Underwriter that contains any “issuer information,” as defined in Rule 433(h) of the Securities Act Regulations and footnote 271 of the Commission’s Securities Offering Reform Release No. 33-8591 (“Issuer Information”) (which the parties hereto agree includes, without limitation, Pool Information (as defined herein)), and (b) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Offered Securities. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials shall be delivered by any Underwriter to the Company not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act and (b) the date of first use of such Free Writing Prospectus. (aiii) Each Underwriter, severally, Underwriter represents and warrants to the Bank Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 3(b)(ii) above will constitute all Free Writing Prospectuses of the type described in such Section that were furnished to prospective investors by such Underwriter in connection with its offer and sale of the Offered Securities. (aiv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 3(b)(ii) above, did not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of a material fact or, when read in conjunction with the other information included in the Disclosure Package, omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Issuer Information supplied by the Company to such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company to such Underwriter prior to the Time of Sale. (v) The Company agrees to file with the Commission the following: (A) Any Issuer Free Writing Prospectus; (B) Any Free Writing Prospectus or portion thereof delivered by any Underwriter to the Company pursuant to Section 3(b)(ii); and (C) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (vi) Any Free Writing Prospectus required to be filed pursuant to Section 3(b)(v) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (A) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Offered Securities shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Offered Securities and the date of first use; (B) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Offered Securities pursuant to Rule 424(b) of the Securities Act Regulations and two business days after the first use of such Free Writing Prospectus; (C) Any Free Writing Prospectus required to be filed pursuant to Section 3(b)(v)(C) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (D) The Company shall not be required to file (1) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Offered Securities or (2) any Free Writing Prospectus or portion thereof that contains a description of the Offered Securities or the offering of the Offered Securities which does not reflect the final terms thereof. (vii) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by it and distributed by or on behalf of the Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (viii) Notwithstanding the provisions of Section 3(b)(vii), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after such Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (ix) Notwithstanding the provisions of Sections 3(b)(v) and 3(b)(vii), neither the Company nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (x) The Company and each Underwriter each agree that any Free Writing Prospectuses prepared by it shall contain the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust, and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-8[xx-xxx-xxxx]. (xi) The Company and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to this Section 3 for a period of three years following the initial bona fide offering of the Offered Securities. (A) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Free Writing Prospectus prepared by or on behalf of an Underwriter and delivered to an investor contained any untrue statement of a material fact or, when read in conjunction with the other information included in the Disclosure Package, omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), such Underwriter shall notify the Company thereof within one business day after discovery. (B) Provided that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus or contained Issuer Information, such Underwriter shall, if requested by the Company: (1) Prepare a Free Writing Prospectus with Corrective Information that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (2) Deliver the Corrected Free Writing Prospectus to each investor which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such investor; provided if the Time of Sale has occurred with respect to such investor, the Underwriter shall provide such investor with (w) adequate disclosure of the contractual arrangement, (x) adequate disclosure of the person’s rights under the existing contract of sale at the time termination is sought, (y) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original contract of sale, and (z) a meaningful ability to elect to terminate or not to terminate the prior contract of sale and to elect to enter into or not enter into a new contract of sale; and (3) In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus or contained Issuer Information, and the Underwriters shall in good faith incur any costs to any investor in connection with the reformation of the contract of sale with the investor, the Company agrees to reimburse the Underwriters for such costs; provided that, before incurring such costs, in Underwriters first permit the Company access to the applicable investor and an opportunity to attempt to mitigate such costs through direct negotiation with such investor. (xii) Each Underwriter covenants with the Company that after the final Prospectus is available such Underwriter shall not distribute any written information concerning the Offered Securities to a prospective investor unless such information is preceded or accompanied by the final Prospectus. (xiii) Each Underwriter covenants and agrees with the Company that it shall not accept any offer to purchase Offered Securities until the time at least 24 hours after the time the related offeree received the Preliminary Prospectus, or such shorter period as such Underwriter and the Company shall agree. (c) Each Underwriter has furnished or will furnish the Disclosure Package to purchasers of the Offered Securities prior to the Time of Sale. (d) Each 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 of Section 21 of the Financial Services and Markets Act) received by it in connection with the issue or sale of the Offered Securities in circumstances in which Section 21(1) of the Financial Services and Markets Act does not apply to the Issuing Entity; (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom; and (iii) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), 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 use any information that constitutes "Computational Materials" with respect make an offer of Offered Securities to the offering public in that Relevant Member State prior to the publication of Certificates unless is a prospectus in relation to the Offered Securities which has obtained been approved by the prior written consent competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Bank Offered Securities to such usage the public in that Relevant Member State at any time: (x) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (y) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (b3) it has an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (z) in any other circumstances which do not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect require the publication by the Issuing Entity of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of securities to the offering public” in relation to any Offered Securities in any Relevant Member State means the communication in any form and by any means of Certificates. For purposes hereof, "Series Term Sheet" shall have sufficient information on the meaning given such term in terms of the no-action letter, dated April 5, 1996, issued by Commission offer and the securities to Greenwood Trust Company (be offered so as to enable an investor to decide to purchase or subscribe the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporationsecurities, as made applicable to other issuers and underwriters the same may be varied in that Member State by any measure implementing the Commission Prospectus Directive in the response to the request of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter that Member State and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" expression “Prospectus Directive” means Directive 2003/71/EC and "Collateral Term Sheets" shall have the meanings given such terms includes any relevant implementing measure in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter")each Relevant Member State.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" 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. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., 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 the PSA Letter and referred to below. In connection with the No-Action Letters. For purposes hereof, "use of ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" , such Underwriter shall have comply with all applicable requirements of the meanings given such terms in the no-action letter, dated NoAction 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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Base Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Xxxxxpoxxxxx, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structured Asset Xxxxxration and the no-action letterletter daxxx Xxy 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Mortgage Loan Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or the Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or the Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(e)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of Sections 4(e) and 4(g), neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, xxx xepositor, any underwriter or any xxaler participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.prospectus_distribution@bofasecurities.com. (i) In thx xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, as of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. Section 4.1. It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. [It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105.] (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of Certificates the Certificates, unless such written communication (i) is has obtained made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus"). Without limitation thereby, without the prior written consent of the Bank Depositor (which consent may be withheld for any reason), no Underwriter shall convey or deliver in connection with the initial offering of the Certificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the Securities Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the Securities Act. (i) Each Underwriter shall deliver to the Depositor, no later than [two (2)] business days prior to the date of first use thereof, (A) any Free Writing Prospectus prepared by or on behalf of such usage Underwriter that contains any "issuer information," as defined in Rule 433(h) under the Securities Act ("Issuer Information"), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. (ii) Notwithstanding the provisions of clause (i) of this subsection 4.2(b), any Free Writing Prospectus described therein that contains only ABS Informational and Computational Materials, may be delivered by such Underwriter to the Depositor no later than the later of (a) [two (2)] business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act or (b) the date of first use of such Free Writing Prospectus. (c) Each Underwriter represents and warrants to the Depositor that the Free Writing Prospectuses to be furnished to the Depositor by such Underwriter pursuant to Section 4.2(b) hereof will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective investors by such Underwriter in connection with its offer and sale of the Certificates. (d) Each Underwriter represents and warrants to the Depositor that each Free Writing Prospectus required to be provided by it has to the Depositor pursuant to Section 4.2(b) hereof did not, as of the date such Free Writing Prospectus was conveyed or delivered to any prospective investor, include any untrue statement of a material fact or omit any material fact required to be stated therein necessary to make the statements contained therein, in light of the circumstances under which they were made, not and will misleading; provided however, that no Underwriter makes any representation to the extent such misstatements or omissions were the result of any inaccurate Issuer Information supplied by the Depositor to such Underwriter, which information was not use corrected by information subsequently supplied by the Depositor to such Underwriter prior to the sale to the investor of the Certificates which resulted in a loss, claim, damage or liability arising out of a based upon such misstatement or omission. (e) The Depositor agrees to file with the Commission the following: (i) Any Free Writing Prospectus that constitutes an "issuer free writing prospectus," as defined in Rule 433(h) under the Securities Act (each, an "Issuer Free Writing Prospectus"); (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Depositor pursuant to Section 4.2(b) hereof; and (iii) Any Free Writing Prospectus for which the Depositor or any person acting on its behalf provided, authorized or approved information that constitutes "Series Term Sheets," "is prepared and published or disseminated by a person unaffiliated with the Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Any Free Writing Prospectus required to be filed pursuant to Section 4.2(e) hereof by the Depositor shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates may be filed by the Depositor within [two (2)] days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Term Sheets," "Structural Term Sheets" Informational and Computational Material may be filed by the Depositor with the Commission not later than the later of the due date for filing the final Prospectus relating to the Certificates pursuant to Rule 424(b) under the Securities Act or "Collateral Term Sheets" [two (2)] business days after the first use of such Free Writing Prospectus; (iii) any Free Writing Prospectus required to be filed pursuant to Section 4.2(e)(iii) hereof may, if no payment has been made or consideration has been given by or on behalf of the Depositor for the Free Writing Prospectus or its dissemination, be filed by the Depositor with respect the Commission not later than [four (4)] business days after the Depositor becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) the Issuer shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an offering participant other than the Issuer, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates. For purposes , or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does reflect the final terms thereof. (g) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by it and distributed by or on behalf of such Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (h) Notwithstanding the provisions of Section 4.2(g) hereof, "Series Term Sheet" each Underwriter shall have file with the meaning given Commission any Free Writing Prospectus for which such term Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Depositor or any other offering participant that is in the no-action letterbusiness of publishing, dated April 5radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Depositor or any other offering participant, 1996not later than [four (4)] business days after the Underwriter becomes aware of the publication, issued by Commission to Greenwood Trust Company radio or television broadcast or other dissemination of the Free Writing Prospectus. (i) Notwithstanding the "Greenwood Letter"provisions of Sections 4.2(e) and "Computational Materials" 8(g) hereof, neither the Issuer nor any Underwriter shall have the meaning given such term in the Greenwood Letter and, together be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & 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, dated May 24, 1994 Commission. (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter j) The Depositor and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" Underwriters each agree that any Free Writing Prospectuses prepared by it shall have contain the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").following legend:

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Underwritten Certificates unless is has obtained which are not "mortgage related securities" as defined in the prior written consent 1934 Act (as defined below). Each of the Bank Underwriters therefore covenants and agrees with the Company that sales of the Class C, Class D and Class E Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only those ABS Term Sheets, dated February 17, 1995, issued Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the Commission to the Public Securities Association (the "PSA Letter")direction of such Underwriter.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" 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. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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

Offering by Underwriters. It (a) (a)It is understood that the several Underwriters propose to offer the Underwritten Public Certificates for sale to the public (which may include selected dealers) as set forth in the ProspectusProspectus and that you will not offer, sell or otherwise distribute the Underwritten Public Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Public Certificates are not exempt from registration under "blue sky" or state securities laws (except where the Underwritten Public Certificates will have been qualified for offering and sale at your direction under such "blue sky" or state securities laws). (ab) Each Underwriter, severally, represents and warrants to the Bank Underwriter agrees that (a) it has shall not and will not use enter into any information that constitutes "Computational Materials" Contract of Sale with any investor with respect to any class of Underwritten Public Certificates with a minimum denomination of $[1,000] until the Base Prospectus and Prospectus Supplement have been delivered to such investor. (c) In the event that an Underwriter uses a "road show" (as defined in Rule 433(h)(4) under the Act) in connection with the offering of Certificates unless is has obtained the prior Underwritten Public Certificates, the Underwriter agrees that all information in such road show shall be provided orally only and not as a "written consent communication" (as defined in Rule 405 under the Act). Each Underwriter agrees that any slideshow used in connection with a road show (i) shall only be provided as part of the Bank road show and not separately, (ii) if handed out at any meeting as a hard copy, shall be retrieved prior to such usage the end of the meeting and (biii) it has not and will not use otherwise be used only in a manner that does cause the slideshow to be treated as a "free writing prospectus" (as defined in Rule 405 under the Act). (d) If any information that constitutes "Series Term Sheets,written communication" "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" (as defined in Rule 405 under the Act) in connection with respect to the offering of Certificates. For purposes hereofthe Underwritten Public Certificates contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, "Series Term Sheet" in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, when taken together with all information that was conveyed to any person with whom a Contract of Sale was entered into, then the applicable Underwriter shall have provide any such person with the meaning given such term following: (i) Adequate disclosure of the contractual arrangement; (ii) Adequate disclosure of the person's rights under the existing Contract of Sale at the time termination is sought; (iii) Adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (information given at the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request time of the Public Securities Association, dated May 24, 1994 original Contract; and (collectively, iv) A meaningful ability to elect to terminate or not terminate the "Xxxxxx/PSA Letter"), the PSA Letter prior Contract of Sale and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter")elect to enter into or not enter into a new Contract of Sale.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" In connection with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank Bonds, each Underwriter may prepare and provide to such usage and prospective investors (bi) it has not and will not use any information that constitutes items similar to computational materials ("Series Term Sheets," COMPUTATIONAL MATERIALS"ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term ) as defined in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated letter of May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., 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 1994, as well as the PSA Letter referred to below (collectively, the "Xxxxxx/PSA LetterNO-ACTION LETTERS"), the PSA Letter ) and the No-Action Letters. For purposes hereof, (ii) items similar to ABS term sheets ("ABS Term Sheets," TERM SHEETS"Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms ) as defined in the no-action letter, dated letter of February 17, 1995, 1995 issued by the Commission to the Public Securities Association Association, 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 Issuer 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 Issuer. (ii) Such Underwriter shall provide to the Issuer, for approval by the Issuer, 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 Issuer for use by such Underwriter. Such Underwriter shall provide to the Issuer, for filing on Form 8-K as provided in Section 5(a)(x), copies (in such format as required by the Issuer) of all Computational Materials and ABS Term Sheets 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 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 Issuer 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 Underwriting Agreement. Such Underwriter shall not provide to any investor or prospective investor in the Bonds 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 Issuer pursuant to this paragraph (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Issuer in accordance with this paragraph (ii) for filing pursuant to Section 5(a)(x)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Final 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 Registration Statement as set forth therein. However, 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 are based on assumptions with respect to the Transferred Intangible Transition Property that differ from the final Transferred Intangible Transition Property Information (as defined in Section 8(a)) in any material respect or on Bond structuring terms that were revised in any material respect prior to the printing of the Final Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Transferred Intangible Transition Property Information and structuring assumptions, deliver with the Final Prospectus such revised Computational Materials and ABS Term Sheets to each recipient of the preliminary versions thereof that indicated orally to any Underwriter that such recipient would purchase all or any portion of the Bonds, and include such revised Computational Materials and ABS Term Sheets (marked, "PSA LetterAS REVISED") in the materials delivered to the Issuer pursuant to paragraph (ii) above. The expenses of each Underwriter relating to the preparation and transmission of its Computational Materials and ABS Term Sheets, including without limitation fees and expenses of accountants, shall be the responsibility of the Issuer. (iv) The Issuer 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 any Underwriter, the Issuer 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 a prospectus relating to the Bonds is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Issuer or such Underwriter, to contain a material error or omission, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Bonds, 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 Issuer for filing with the Commission in a subsequent Form 8-K submission (subject to the Issuer'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 Issuer). (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 Issuer 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 Bonds that is required to be filed with the Commission in accordance with the No-Action Letters. (vi) In the event any delay in the delivery by any Underwriter to the Issuer of all Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(a)(x), the Issuer shall have the right to delay the release of the Final Prospectus to investors or to any Underwriter, to delay the Closing Date and to take other appropriate actions in each case set forth in Section 5(a)(x) to file the Computational Materials and ABS Term Sheets by the time specified therein. (vii) Each Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures that 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 Bonds. (b) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Term Sheets prior to the date hereof in connection with the offering of the Bonds, all of the conditions set forth in clause (a) above have been satisfied with respect thereto.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Xncxxxxxxxed, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structured Axxxx Xorxxxxxxxn and the no-action letterlettex xxxxd May 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or any Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or any Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(c)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of this Section 4, neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, thx xxxositor, any underwriter or any xxxxer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.proxxxxxxx_xxxxxxbution@bofasecurities.com. (i) In the xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, xx of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated Co. Xxxorporated and Xxxxxx Kidder Structured Asset CorporationAssex Xxxporxxxxx, as made applicable to other oxxxx issuers and underwriters by the Commission in the response to the request of the Public Securities Association, Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as the PSA Letter and referred to belox. Xx connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated Letter of February 17, 1995, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (b) For purpoxxx xereof, "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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association PSA Letter but shall include only (the "PSA Letter").x) the

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" In connection with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank Bonds, each Underwriter may prepare and provide to such usage and prospective investors (bi) it has not and will not use any information that constitutes items similar to computational materials ("Series Term Sheets," COMPUTATIONAL MATERIALS"ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term ) as defined in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated letter of May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., 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 1994, as well as the PSA Letter referred to below (collectively, the "Xxxxxx/PSA LetterNO-ACTION LETTERS"), the PSA Letter ) and the No-Action Letters. For purposes hereof, (ii) items similar to ABS term sheets ("ABS Term Sheets," TERM SHEETS"Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms ) as defined in the no-action letter, dated letter of February 17, 1995, 1995 issued by the Commission to the Public Securities Association Association, 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 Issuer 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 Issuer. (ii) Such Underwriter shall provide to the Issuer, for approval by the Issuer, 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 Issuer for use by such Underwriter. Such Underwriter shall provide to the Issuer, for filing on Form 8-K as provided in Section 5(a)(x), copies (in such format as required by the Issuer) of all Computational Materials and ABS Term Sheets 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 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 Issuer 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 Underwriting Agreement. Such Underwriter shall not provide to any investor or prospective investor in the Bonds 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 Issuer pursuant to this paragraph (ii) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Issuer in accordance with this paragraph (ii) for filing pursuant to Section 5(a)(x)), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Final 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 Registration Statement as set forth therein. However, 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 are based on assumptions with respect to the Transferred Intangible Transition Property that differ from the final Transferred Intangible Transition Property Information (as defined in Section 8(a) in any material respect or on Bond structuring terms that were revised in any material respect prior to the printing of the Final Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Transferred Intangible Transition Property Information and structuring assumptions, deliver with the Final Prospectus such revised Computational Materials and ABS Term Sheets to each recipient of the preliminary versions thereof that indicated orally to any Underwriter that such recipient would purchase all or any portion of the Bonds, and include such revised Computational Materials and ABS Term Sheets (marked, "PSA LetterAS REVISED") in the materials delivered to the Issuer pursuant to paragraph (ii) above. The expenses of each Underwriter relating to the preparation and transmission of its Computational Materials and ABS Term Sheets, including without limitation fees and expenses of accountants, shall be the responsibility of the Issuer. (iv) The Issuer 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 any Underwriter, the Issuer 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 a prospectus relating to the Bonds is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Issuer or such Underwriter, to contain a material error or omission, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Bonds, 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 Issuer for filing with the Commission in a subsequent Form 8-K submission (subject to the Issuer'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 Issuer). (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 Issuer 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 Bonds that is required to be filed with the Commission in accordance with the No-Action Letters. (vi) In the event any delay in the delivery by any Underwriter to the Issuer of all Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (ii) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(a)(x), the Issuer shall have the right to delay the release of the Final Prospectus to investors or to any Underwriter, to delay the Closing Date and to take other appropriate actions in each case set forth in Section 5(a)(x) to file the Computational Materials and ABS Term Sheets by the time specified therein. (vii) Each Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures that 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 Bonds. (b) Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Term Sheets prior to the date hereof in connection with the offering of the Bonds, all of the conditions set forth in clause (a) above have been satisfied with respect thereto.

Offering by Underwriters. (a) It is understood that after the several Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each UnderwriterUnderwriter may provide to prospective investors the 1997-3 Term Sheet dated May 21, severally, represents and warrants 1997 relating to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter1997-3 Term Sheet") prepared by the Bank and "Computational Materials" attached hereto as Exhibit A, subject to the following conditions: (i) Such Underwriter shall have the meaning given such term in the Greenwood Letter and, together complied with the no-requirements of the no- action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and the requirements of the no-action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and together with the Xxxxxx/PSA Letter and the PSA Letter, the "No-Action Letters"). (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has ob- tained the prior written consent of the Bank to such usage and (b) other than the 1997-3 Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets," or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the Greenwood Letter and "Computational Materials" shall have the meaning given such term in the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. (a) It is understood that after the several Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each UnderwriterUnderwriter may provide to prospective investors the 1997-4 Term Sheet dated May 27, severally, represents and warrants 1997 relating to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter1997-4 Term Sheet") prepared by the Bank and "Computational Materials" attached hereto as Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the Greenwood Letter and, together with requirements of the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and the requirements of the no-action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and together with the Xxxxxx/PSA Letter and the PSA Letter, the "No-Action Letters"). (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the 1997-4 Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets," or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the Greenwood Letter and "Computational Materials" shall have the meaning given such term in the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. SECTION 4.1. It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the -6- 2004-C3 Underwriting Agreement Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. SECTION 4.2. It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 to 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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York granted pursuant to Policy Statement 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent Certificates. Each Underwriter therefore agrees that sales of the Bank Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" or "Sheets and Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering of Certificates. For purposes hereof, "Series Term Sheet" following conditions: (i) Such Underwriter shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together complied with the no-requirements of the no- action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in requirements of the no-action letter, dated 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 "). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets", "Structural Term Sheets" and "Collateral Term Sheets" 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 such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering of Certificates. For purposes hereof, "Series Term Sheet" following conditions: (i) Such Underwriter shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together comply with the no-requirements of the no action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2427, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-requirements of the no action letter, dated 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"). (ii) For purposes hereof, "Computational Materials" shall have the meaning given such term in the No Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, dated February 17and (y) those other ABS Term Sheets, 1995Structural Term Sheets or Collateral Term Sheets that have been prepared for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, issued by the Commission to the Public Securities Association (the "PSA Letter")Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Acceptance Corporation Peabody Acceptxxxx Xorporation I, XxxxxxKidder, Peabody & Co., Incorporated and Xxxxxx Co. Incorpxxxxxx axx Kidder Structured Asset CorporationCorpxxxxxxn, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), and the xxxxxrements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Kidder/PSA Letter, the "Xx-Xction Letters"). (ii) For purposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, dated February 17and (y) those other ABS Term Sheets, 1995Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter. As used herein, issued by the Commission to the Public Securities Association (the "PSA Letter")Term Sheets" means any ABS Term Sheets, Structural Term Sheets, and/or Collateral Term Sheets.

Offering by Underwriters. (a) It is understood ------------------------- that after the several Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each Underwriter may provide to prospective investors the 1998-7 Term Sheet, dated September 2, 1998, relating to the Certificates (the "1998-7 Term Sheet") prepared by the Bank and attached hereto ----------------- as Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the requirements of (A) the no-action letter, dated May 20, 1994, issued by the Commission to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Peabody & Co. Incorporated and Kiddxx Xxxuctured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 24, 1994 (collectively, the "Kiddxx/XXX Letter"), (B) the ----------------- requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA --- Letter") and (C) the requirements of the no-action letter, dated April ------ 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the Kiddxx/XXX Letter and the PSA ---------------- Letter, the "No-Action Letters"). ----------------- (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless is it has obtained the prior written consent of the Bank to such usage and (b) other than the 1998-7 Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the ----------------- meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") Letter and "Computational ------------- Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action --------- Letters. For purposes hereof, "ABS Term Sheets," "Structural Term --------------- --------------- Sheets" and "Collateral Term Sheets" shall have the meanings given such ------ ---------------------- terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Underwritten Certificates unless is has obtained which are not "mortgage related securities" as defined in the prior written consent of the Bank to such usage and 1934 Act (as defined below). (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated Co. Incxxxxxxted and Xxxxxx Xidder Structured Asset CorporationCorpxxxxxxn, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2425, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), and the requirements of the no-action letter, xxxxx February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (ii) For puxxxxxx hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only those ABS Term Sheets, dated February 17, 1995, issued Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the Commission to the Public Securities Association (the "PSA Letter")direction of such Underwriter.

Offering by Underwriters. (a) It is understood that the several ------------------------ Underwriters propose to offer the Certificates subject to this Agreement for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each Underwriter, severally, represents and warrants Underwriter may provide to prospective investors a Series Term Sheet relating to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of prepared by the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" "), which shall be attached to the applicable Terms Agreements subject to the following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with requirements of the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in requirements of the no-action ----------------- letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and the requirements of the no- ---------- action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and together with the Xxxxxx/PSA ---------------- Letter and the PSA Letter, the "No-Action Letters"). ----------------- (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the Series Term Sheet, it has not and will not use any information that constitutes "ABS Term Sheets," "Structural Term Sheets," or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Computational Materials" shall have ----------------------- the meaning given such term in the No-Action Letters. For purposes hereof, XXXXXX XXXXXXX & CO. INCORPORATED November 3, 1998 Page 8 "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" --------------- ---------------------- ---------------------- shall have the meanings given such terms in the PSA Letter.

Offering by Underwriters. (a) It is understood that after the several ------------------------ Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each Underwriter may provide to prospective investors the Series 1999-1 Term Sheet, dated February 10, 1999, relating to the Certificates (the "1999-1 Series Term Sheet") prepared by the Bank and attached hereto as ------------------------ Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the requirements of (A) the no-action letter, dated May 20, 1994, issued by the Commission to Kiddxx, Xxabody Acceptance Corporation I, Kiddxx, Xxabxxx & Xo. Incorporated and Kiddxx Xxxuctured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 24, 1994 (collectively, the "Kiddxx/XXX Letter"), (B) the requirements of the no-action letter, dated ----------------- February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and (C) the requirements of the no-action ---------- letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the Kiddxx/XXX Letter and ---------------- the PSA Letter, the "No-Action Letters"). ----------------- (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless is it has obtained the prior written consent of the Bank to such usage and (b) other than the 1999-1 Series Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall ----------------- have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") Letter and "Computational ------------- Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. --------- For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and --------------- ---------------------- "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA ---------------------- Letter").

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Xncxxxxxxxed, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structured Axxxx Xorporation and the no-action letterlettex xxxxd May 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or any Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or any Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(c)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of this Section 4, neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, thx xxxositor, any underwriter or any xxxxer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.prospectus_distribution@bofasecurities.com. (i) In the xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, xx of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" 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. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated Co. Xxxxrpxxxxxx and Xxxxxx Kidder Structured Asset CorporationXxxxxraxxxx, as xs made applicable to other issuers othxx xxxuers and underwriters by the Commission in the response to the request of the Public Securities Association, Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as the PSA Letter and referred to belxx. Xx connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated Letter of February 17, 1995, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (b) For purxxxxx 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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated Co. Inxxxxxxxted and Xxxxxx Kidder Structured Asset CorporationAxxxx Xorxxxxxxxn, as made applicable to other xxxxx issuers and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), and the requirements of the no-action xxxxxr, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (ii) Xxx purposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, dated February 17and (y) those other ABS Term Sheets, 1995Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter. As used herein, issued by the Commission to the Public Securities Association (the "PSA Letter")Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. (a) It is understood that after the several Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each UnderwriterUnderwriter may provide to prospective investors the 1999-_ Term Sheet, severallydated, represents and warrants , 1999, relating to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter1999-_ Term Sheet") prepared by the Bank and "Computational Materials" attached hereto as Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the Greenwood Letter and, together with requirements of (A) the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), (B) the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and (C) the requirements of the no-action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the Xxxxxx/PSA Letter and the PSA Letter, the "No-Action Letters"). (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the 1999-_ Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the Greenwood Letter and "Computational Materials" shall have the meaning given such term in the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Xncxxxxxxxed, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structured Axxxx Xorxxxxxxxn and the no-action letterlettex xxxxd May 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or any Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or any Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(e)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of this Section 4, neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, thx xxxositor, any underwriter or any xxxxer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.proxxxxxxx_xxxxxxbution@bofasecurities.com. (i) In the xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, xx of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated Letter of February 17, 1995, 1995 issued by the Commission -6- 2003-C3 Underwriting Agreement 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 to 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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood that after the several Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each UnderwriterUnderwriter may provide to prospective investors the 1997-5 Term Sheet dated July 22, severally, represents and warrants 1997 relating to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter1997-5 Term Sheet") prepared by the Bank and "Computational Materials" attached hereto as Exhibit A, subject to the following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the Greenwood Letter and, together with requirements of the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and the requirements of the no-action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and together with the Xxxxxx/PSA Letter and the PSA Letter, the "No-Action Letters"). (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the 1997-5 Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets," or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the Greenwood Letter and "Computational Materials" shall have the meaning given such term in the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter").

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the ProspectusProspectus and each Underwriter agrees that all such offers and sales by such Underwriter shall be made in compliance with all applicable laws and regulations. Each Underwriter will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under state securities laws or Blue Sky laws (except where the Underwritten Certificates will have been qualified for offering and sale at the direction of the Underwriters under such state securities laws or Blue Sky laws). In connection with such offering(s), each Underwriter agrees to provide the Company with information related to the offer and sale of the Underwritten Certificates that is reasonably requested by the Company, from time to time (but not in excess of three years from the Closing Date), and necessary for complying with its tax reporting obligations, including, without limitation, the issue price of the Certificates. 4.2 Each Underwriter agrees that it will not sell or transfer any Underwritten Certificate or interest therein in the initial sale or transfer of such Underwritten Certificate by such Underwriter in an amount less than the minimum denomination for such Underwritten Certificate to be set forth in the Prospectus Supplement. 4.3 Each Underwriter agrees that (ai) Each if it delivers to an investor the Prospectus in portable document format ("PDF"), upon such Underwriter's receipt of a request from the investor within the period for which delivery of the Prospectus is required, severally, represents and warrants such Underwriter will promptly deliver or cause to be delivered to the Bank that investor, without charge, a paper copy of the Prospectus and (aii) it has not and will not use any information that constitutes "Computational Materials" with respect provide to the offering of Certificates unless Company any Underwriter Free Writing Prospectuses (as defined in Section 5.1), or portions thereof, which the Company is has obtained the prior written consent of the Bank required to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" file with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response electronic format and will use reasonable efforts to provide to the request of Company such Free Writing Prospectuses, or portions thereof, in either Microsoft Word(R) or Microsoft Excel(R) format and not in a PDF, except to the Public Securities Associationextent that the Company, dated May 24in its sole discretion, 1994 (collectively, waives such requirements. 4.4 Each Underwriter covenants with the "Xxxxxx/PSA Letter"), Company that after the PSA Letter and final Prospectus is available it shall not distribute any written information concerning the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given Underwritten Certificates to a prospective investor unless such terms in the no-action letter, dated February 17, 1995, issued information is preceded or accompanied by the Commission to final Prospectus. It is understood and agreed that the Public Securities Association (use of written information in accordance with the "PSA Letter")preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter. It is further understood that the Company, severallyin reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-c of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent Certificates. Each Underwriter therefore agrees that sales of the Bank Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials and ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering of Certificates. For purposes hereof, "Series Term Sheet" following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with requirements of the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in requirements of the no-action letter, dated 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"). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets", "Structured Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structured Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1. It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2. It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352 e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering of Certificates. For purposes hereof, "Series Term Sheet" following conditions: (i) Such Underwriter shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together comply with the no-requirements of the no action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated Co. Xxxxxporated and Xxxxxx Kidder Structured Asset CorporationXxxxxxatxxx, as xx made applicable to other issuers issuxxx and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), the PSA Letter and the No-requirements of the no action letter, daxxx February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No Action Letters"). (xx) For purposes hereof, "Computational Materials" shall have the meaning given such term in the No Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, dated February 17and (y) those other ABS Term Sheets, 1995Structural Term Sheets or Collateral Term Sheets that have been prepared for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, issued by the Commission to the Public Securities Association (the "PSA Letter")Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated and Xxxxxx Co. Incxxxxxxtex xxx Xidder Structured Asset CorporationCorpxxxxxxn, as made xx xxxe applicable to other issuers isxxxxx and underwriters by the Commission in the response to the request of the Public Securities Association, Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as the PSA Letter and referred to below. Ix xxxxection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated Letter of February 17, 1995, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (b) For purpxxxx xereof, "Computational Materials" as used herein shall have the meaning given to 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 such 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 such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Underwritten Certificates unless is has obtained which are not "mortgage related securities" as defined in the prior written consent 1934 Act (as defined below). Each of the Bank Underwriters therefore covenants and agrees with the Company that sales of the Class C, D and E Certificates made by such Underwriter in and from the State of New York will be made only to such usage and institutional investors within the meaning of Policy Statement 105. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only those ABS Term Sheets, dated February 17, 1995, issued Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the Commission to the Public Securities Association (the "PSA Letter")direction of such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Base Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Xncxxxxxxxed, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structured Axxxx Xorporation and the no-action letterlettex xxxxd May 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or the Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or the Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(c)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of this Section 4, neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, thx xxxositor, any underwriter or any xxxxer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.prospectus_distribution@bofasecurities.com. (i) In the xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, xx of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Xx. Inxxxxxxxted, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structured Xxxxx Corporation and the no-action letter, letter dated May 2027, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Mortgage Loan Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or the Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or the Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(e)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of Sections 4(e) and 4(g), neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, txx xxpositor, any underwriter or any xxxler participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.prospectus_distribution@bofasecurities.com. (i) In the xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, xs of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Base Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Ixxxxxxraxxx, xxd Kidder Structured Asset Cxxxxxxtion and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letterletter datex Xxx 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or any Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or any Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(c)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of this Section 4, neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, thx xxxositor, any underwriter or any xxxxer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.prospectus_distribution@bofasecurities.com. (i) In the xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, xx of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus:

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Underwritten Certificates unless is has obtained which are not "mortgage related securities" as defined in the prior written consent of the Bank to such usage and 1934 Act (as defined below). (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "provide to prospective investors certain Computational Materials, Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: [Underwriting Agreement] (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the requirements of the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (ii) For purposes hereof, "Computational Materials" 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 such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only those ABS Term Sheets, dated February 17, 1995, issued Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the Commission to the Public Securities Association (the "PSA Letter")direction of such Underwriter.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering Underwritten Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of Certificates unless is has obtained 1934, as amended (the prior written consent of the Bank to such usage and "1934 Act"). (b) it has It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses subject to the following conditions: (i) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with the initial offering of the Underwritten Certificates, unless such written communication (A) is made in reliance on Rule 134 under the 1933 Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B under the 1933 Act or (C) constitutes Time of Sale Information or a Free Writing Prospectus that does not constitute Time of Sale Information. The Underwriters shall not convey or deliver in connection with the initial offering of the Certificates any "ABS informational and will not use any information that constitutes "Series Term Sheetscomputational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Term Sheets," Informational and Computational Material"Structural Term Sheets" ), in reliance upon Rules 167 and 426 under the 1933 Act or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term any materials in reliance on the no-action letterletter dated May 20, dated April 5, 1996, 1994 issued by the Division of Corporation Finance of the Commission to Greenwood Trust Company (the "Greenwood Letter") Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Xncxxxxxxxed, and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with Kidder Structured Axxxx Xorporation and the no-action letterlettex xxxxd May 27, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Division of Corporation I, Xxxxxx, Peabody & Co., Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request Finance of the Public Securities Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated February 17, 1995, issued by the Commission to the Public Securities Association or the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association. (ii) Each Underwriter shall deliver to the Company, no later than one business day prior to the date of first use thereof, (A) any Free Writing Prospectus that was prepared by or on behalf of an Underwriter (an "PSA LetterUnderwriting Free Writing Prospectus") that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act and footnote 271 of the Commission's Securities Offering Reform Release No. 33-8591 ("Issuer Information") (which the parties hereto agree includes, without limitation, Seller's Information), and (B) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials may be delivered by an Underwriter to the Company not later than the later of (a) one business day prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or (b) the date of first use of such Free Writing Prospectus. (iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 4(b) will constitute all Free Writing Prospectuses of the type described therein that were furnished to prospective purchasers of Underwritten Certificates by such Underwriter in connection with its offer and sale of the Underwritten Certificates. (iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 4(b), when viewed together with all other Time of Sale Information, is not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation or warranty to the extent such misstatements or omissions were the result of any inaccurate or inadequate Issuer Information supplied by the Company or any Mortgage Loan Seller to the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company or any Mortgage Loan Seller to such Underwriter within a reasonable period of time prior to the Time of Sale. (c) The Company agrees to file with the Commission the following: (i) Any Issuer Free Writing Prospectus; (ii) Any Free Writing Prospectus or portion thereof delivered by the Underwriter to the Company pursuant to Section 4(b); and (iii) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. Notwithstanding the foregoing, the Company shall not be required to file (1) Issuer Information contained in any Underwriter Free Writing Prospectus or Free Writing Prospectus of any other offering participant other than the company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (2) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof. (d) Any Free Writing Prospectus required to be filed pursuant to Section 4(b) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that: (i) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Certificates shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Certificates and the date of first use; (ii) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Underwritten Certificates pursuant to Rule 424(b) under the 1933 Act or two business days after the first use of such Free Writing Prospectus; (iii) Any Free Writing Prospectus required to be filed pursuant to Section 4(e)(iii) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and (iv) The Company shall not be required to file (A) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Certificates, or (B) any Free Writing Prospectus or portion thereof that contains a description of the Certificates or the offering of the Certificates which does not reflect the final terms thereof; (e) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by any Underwriter and distributed by or on behalf of any Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus. (f) Notwithstanding the provisions of Section 4(g), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after the Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus. (g) Notwithstanding the provisions of this Section 4, neither the Issuer nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Company and the Underwriters each agree that any Free Writing Prospectuses prepared by it shall contain substantially the following legend: The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the xxxxsitor, any underwriter or any xxxxxr participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you email a request to dg.prospectus_distribution@bofasecurities.com. (i) In the xxxxx xxxx xxx Xxxxxxx xxxxxxx xxxxx xxxx, xx of the Time of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall notify the Underwriters thereof within one business day after discovery and the Company shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Free Writing Prospectus that corrects the material misstatement or omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus"). (i) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of an Underwritten Certificate contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information (together with a Defective Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof within one business day after discovery. (ii) Provided that the Defective Free Writing Prospectus was an Underwriter Free Writing Prospectus, the Underwriters shall, if requested by the Company: (A) Prepare a Free Writing Prospectus that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (together with a Corrected Issuer Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (B) Deliver the Corrected Free Writing Prospectus to each purchaser of an Underwritten Certificates which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such purchaser; (C) Notify such purchaser in a prominent fashion that the prior contract of sale may be terminated, and of such purchaser's rights with respect to such contract of sale; (D) Provide such purchaser with an opportunity to affirmatively agree to purchase such Underwritten Certificates on the terms described in the Corrected Free Writing Prospectus; and (E) comply with any other requirements for reformation of the original contract of sale with such investor, as described in Section IV.2.c of the Commission's Securities Offering Reform Release No. 33-8591. In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur any costs, damages, fail costs and price adjustments to a purchaser in connection with the reformation or termination of the contract of sale with the purchaser, the Company agrees to reimburse the Underwriters for such costs, damages, fail costs and price adjustments. Notwithstanding any of the foregoing, the Underwriters shall use reasonable efforts to effect a reformation of the contract of sale but are under no obligation to do so. (k) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or accompanied by the final Prospectus

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352-e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering following conditions: (i) Such Underwriter shall comply with the requirements of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated and Xxxxxx Co. Incorpxxxxxx axx Xxxxer Structured Asset CorporationCorporaxxxx, as made applicable xxxx xpplicable to other issuers and issuexx xxx underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), and the requirements of the no-action letter, datxx Xxxruary 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter and Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (ii) Xxx purposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, dated February 17and (y) those other ABS Term Sheets, 1995Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter. As used herein, issued by the Commission to the Public Securities Association (the "PSA Letter")Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Underwritten Certificates for sale to the public (which may include selected dealers) public, including, without limitation, in and from the State of New York, as set forth in the Prospectus. (a) Each UnderwriterProspectus Supplement. It is further understood that the Company, severallyin reliance upon an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" file the offering pursuant to Section 352 e of the General Business Law of the State of New York with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and Underwritten Certificates. (b) it has not Each Underwriter may prepare and will not use any information that constitutes "Series Term Sheets," "provide to prospective investors certain Computational Materials, ABS Term Sheets," ", Structural Term Sheets" Sheets or "Collateral Term Sheets" Sheets in connection with respect its offering of the Certificates, subject to the offering of Certificates. For purposes hereof, "Series Term Sheet" following conditions: (i) Such Underwriter shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together comply with the no-requirements of the no action letter, dated May 20, 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co., Incorporated Co. Xxxxxporated and Xxxxxx Kidder Structured Asset CorporationXxxxxxatxxx, as xx made applicable to other issuers issuxxx and underwriters by the Commission in the response to the request of the Public Securities Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), the PSA Letter and the No-requirements of the no action letter, daxxx February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No Action Letters"). (ii) Xxx xxrposes hereof, "Computational Materials" shall have the meaning given such term in the No Action Letters, but shall include only (x) the Computational Materials attached hereto as Exhibit A and (y) such other Computational Materials that have been delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letterPSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, dated February 17and (y) those other ABS Term Sheets, 1995Structural Term Sheets or Collateral Term Sheets that have been prepared for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, issued by the Commission to the Public Securities Association (the "PSA Letter")Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. (a) It is understood that after the several ------------------------ Effective Date the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. (ab) Each UnderwriterUnderwriter may provide to prospective investors the 1997-10 Term Sheet dated December 10, severally, represents and warrants 1997 relating to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of Certificates unless is has obtained the prior written consent of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter1997-10 Term Sheet") prepared by the Bank and "Computational Materials" attached hereto as Exhibit A, ------------------ subject to the following conditions: (i) Such Underwriter shall have complied with the meaning given such term in the Greenwood Letter and, together with requirements of the no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), the PSA Letter and the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in requirements of the no-action ----------------- letter, dated February 17, 1995, issued by the Commission to the Public Securities Association (the "PSA Letter") and the requirements of the no- ---------- action letter, dated April 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and together with the Xxxxxx/PSA ---------------- Letter and the PSA Letter, the "No-Action Letters"). ----------------- (ii) Each Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the 1997-10 Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets," or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" ----------------- shall have the meaning given such term in the Greenwood Letter and "Computational Materials" shall have the meaning given such term in the No- ----------------------- Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term --------------- --------------- Sheets" and "Collateral Term Sheets" shall have the meanings given such ------ ---------------------- terms in the PSA Letter.

Offering by Underwriters. 4.1 It is understood that the several Underwriters propose to offer the Certificates Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus. (a) Each Underwriter, severallyand the Underwriters agree that all offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulations. It is further understood that the Sponsor, represents and warrants in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to the Bank that (a) it Policy Statement 105, has not and will not use any information that constitutes "Computational Materials" file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Notes. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Sponsor that sales of the Notes made by such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of Certificates unless is has obtained the prior written consent Notes, subject to the following conditions to be satisfied by such Underwriter: (a) In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Bank to such usage and (b) it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering No-Action Letter of Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, together with the no-action letter, dated May 20, 1994, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co., 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 "XxxxxxXXXXXX/PSA LetterLETTER"), as well as the PSA Letter and referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the no-action letter, dated 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 to 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 such 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 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 on each page including the following statement: "THE INFORMATION HEREIN HAS BEEN PROVIDED SOLELY BY [NAME OF [APPLICABLE] UNDERWRITER]. NEITHER THE ISSUER OF THE NOTES 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." (ii) 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 FINANCED STUDENT LOANS CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE NOTES AND [, EXCEPT WITH RESPECT TO THE INITIAL COLLATERAL TERM SHEET PREPARED BY THE UNDERWRITERS,] SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE FINANCED STUDENT LOANS PREVIOUSLY PROVIDED BY [NAME OF [APPLICABLE] UNDERWRITER]." The Sponsor 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, SUBSECTIONS (c)(i) and (c)(ii) will be satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form previously approved in writing by the Sponsor. (d) Such Underwriter shall provide the Sponsor 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 Sponsor for use by the Underwriters. Such Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in SECTION 5.9, copies (in such format as required by the Sponsor) 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. All Computational Materials and ABS Term Sheets described in this SUBSECTION (d) must be provided to the Sponsor not later than 10:00 a.m. Denver time one business day before filing thereof is required pursuant to the terms of this Agreement. Such Underwriter agrees that it will not provide to any investor or prospective investor in the Notes 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 Sponsor pursuant to this SECTION 4.2(d) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Sponsor in accordance with this SECTION 4.2(d) for filing pursuant to SECTION 5.9), 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 and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided, however, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets delivered by such Underwriter that are required to be filed were based on assumptions with respect to the Financed Student Loans that differ from the final pool of Financed Student Loans in any material respect or on Note structuring terms that were revised in any material respect prior to the printing of the Prospectus, such Underwriter shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final pool of Financed Student Loans and final structuring assumptions, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to such Underwriter they would purchase all or any portion of the Notes, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Sponsor pursuant to SUBSECTION (d) above. (f) The Sponsor 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 applicable Underwriter, the Sponsor 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." In the event that within the period during which the Prospectus relating to the Notes is required to be delivered under the Act, any Computational Materials or ABS Term Sheets delivered by an Underwriter are determined, in the reasonable judgment of the Sponsor or such Underwriter, to contain a material error or omission, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials and ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Notes, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials and ABS Term Sheets (marked, "as corrected") to the Sponsor for filing with the Commission in a subsequent Form 8-K submission (subject to the Sponsor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which shall be at the expense of such Underwriter). (g) If an Underwriter does not provide any Computational Materials or ABS Term Sheets to the Sponsor pursuant to subsection (d) above, such 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 Notes that is required to be filed with the Commission in accordance with the No-Action Letters, and such Underwriter shall provide the Sponsor with a certification to that effect on the Closing Date. (h) In the event of any delay in the delivery by such Underwriter to the Sponsor 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 5.9, the Sponsor shall have the 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 Sponsor to comply with its agreement set forth in SECTION 5.9 to file the Computational Materials and ABS Term Sheets by the time specified therein. (i) Each Underwriter represents and warrants 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 Notes. Each Underwriter represents and warrants that, if and to the extent it provided any prospective investors with any Computational Materials or ABS Terms Sheets prior to the date hereof in connection with the offering of the Notes, all of the conditions set forth in CLAUSES (a) through (h) above have been or, to the extent the relevant condition requires action to be taken after the date hereof, will be, satisfied with respect thereto.