Common use of Offering by Underwriters Clause in Contracts

Offering by Underwriters. 4.1 It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1997-1 Term Sheet dated January 23, 1997 relating to the Certificates (the "1997-1 Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, ----------------- subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in 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. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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, 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 1997-1 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" 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," "Structural Term Sheets" and "Collateral --------------- ---------------------- ---------- Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such Underwriter.Letter. -----------

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation Coxxxxxxion I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx xxx Xxxxxr Structured Asset Corporation, as made xx xade applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements requirxxxxxx of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action LettersAcxxxx Xetters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, "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 Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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, severally, represents and warrants to the Underwriters agree Bank 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, (a) it has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York use any information that constitutes "Computational Materials" with respect to the Underwritten 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. As required For purposes hereof, "Series Term Sheet" shall have the meaning given such term in the no-action letter, dated April 5, 1996, issued by Policy Statement 105Commission to Greenwood Trust Company (the "Greenwood Letter") and "Computational Materials" shall have the meaning given such term in the Greenwood Letter and, each Underwriter therefore covenants and agrees together 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 the Underwritten Certificatesno-action letter, 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 No-Action Letter of dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx 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. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of and the No-Action Letter of 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 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 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Incorpxxxxxx axx Xxxxer Structured Asset CorporationCorporaxxxx, as made applicable xxxx xpplicable to other issuers and issuexx xxx underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of February action letter, datxx Xxxruary 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bii) For Xxx purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other 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. As used herein, "Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten CertificatesCertificates which are not "mortgage related securities" as defined in the 1934 Act (as defined below). As required by Policy Statement 105, each Underwriter Each of the Underwriters therefore covenants and agrees with the Company that sales of the Underwritten 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 institutional investors within the meaning of Policy Statement 105. 4.2 It is understood that each (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those (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" 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.(x) the

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors inestors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xncxxxxxxxed, and Xxxxxx Kidder Structured Asset CorporationAxxxx Xorporation and the no-action lettex xxxxd May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of an Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten CertificatesCertificates which are not "mortgage related securities" as defined in the 1934 Act (as defined below). As required by Policy Statement 105, each Underwriter Each of the Underwriters therefore covenants and agrees with the Company that sales of the Underwritten Class C, D and E 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1997-10 Term Sheet dated December 10, 1997 relating to the Certificates (the "1997-10 Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, ------------------ subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in 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. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action ----------------- letter, dated February 17, 1995 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, 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, "Computational MaterialsSeries Term Sheet" as used herein ----------------- shall have the meaning given such term in the No-Greenwood Letter and "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" 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 UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Base Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xncxxxxxxxed, and Xxxxxx Kidder Structured Asset CorporationAxxxx Xorporation and the no-action lettex xxxxd May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of an Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 4.1. It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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.at

Offering by Underwriters. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the Series 2001-1 Term Sheet, dated January 22, 2001, relating to the Certificates (the "2001-1 Series Term ------------------ Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the ----- following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA ---------- Letter"), as well as (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 ------ 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 2001-1 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 Greenwood Letter and "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 Structural 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.and --------------- ----------------------

Offering by Underwriters. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the Series 1999-3 Term Sheet, dated April 20, 1999, relating to the Certificates (the 1999-3 Series Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten Certificates------------------------ Exhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No----------------- no-Action Letter of action letter, dated February 17, 1995 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, "Computational MaterialsSeries Term Sheet" as used herein 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, 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" 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 UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1998-9 Series Term Sheet, dated December 15, 1998, relating to the Certificates (the "1998-9 Series Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten Certificates------------------------ Exhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no- ----------------- action letter, dated February 17, 1995 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, "Computational MaterialsSeries Term Sheet" as used herein 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, 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" 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 UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not “mortgage related securities” as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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“1934 Act”). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Base Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the 1933 Act (“ABS Informational and Computational Material”), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKxxxxx, Xxxxxxx Pxxxxxx Acceptance Corporation I, XxxxxxKxxxxx, Xxxxxxx Peabody & Co. Incorporated Incorporated, and Xxxxxx Kxxxxx Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association Association. (ii) Each Underwriter shall deliver to the "PSA Letter" andCompany, 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 Xxxxxx/PSA LetterTime 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 "NoCompany 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-Action Letters"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”). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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 CompanyDepositor, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Each Underwriter severally and not jointly 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 (b) In connection with the offering of the Certificates, the Underwriters may each Underwriter may prepare and provide to prospective investors certain (i) computational materials ("Computational Materials and ABS Term Sheets (each Materials") as defined below) in connection with its offering of the 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 No-Action Letter of May 20, 1994 issued by the Staff of the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Staff of the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter")1994, as well as the PSA Letter referred to below. In connection with the use of below and (ii) ABS term sheets ("ABS Term Sheets"), such Underwriter shall comply with all applicable requirements of each as defined in the No-Action Letter of February 17, 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 Xxxxxx/PSA LetterNo-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. (bii) For purposes hereofEach 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" as used herein shall have Materials and ABS Term Sheets that are required to be filed with the meaning given such term in Commission pursuant to the No-Action Letters, but shall include only those . 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 have been prepared 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 delivered assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to prospective investors by be filed were based on assumptions with respect to, or at characteristics of, the direction 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 Underwriter. For purposes hereof, "materials shall prepare revised Computational Materials or ABS Term Sheets" , as the case may be, based on the final Prospectus Supplement and "Collateral Term Sheets" as structuring assumptions used herein shall have the meanings given such terms in the PSA Letter but shall include only those 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 Collateral 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 prepared 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 at in the direction delivery of such Underwriterthe 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. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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 CompanyDepositor, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Each Underwriter severally and not jointly 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 (b) In connection with the offering of the Certificates, the Underwriters may each Underwriter may prepare and provide to prospective investors certain (i) computational materials ("Computational Materials and ABS Term Sheets (each Materials") as defined below) in connection with its offering of the 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 No-Action Letter of May 20, 1994 issued by the Staff of the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx 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 response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter")1994, as well as the PSA Letter referred to below. In connection with the use of below and (ii) ABS term sheets ("ABS Term Sheets"), such Underwriter shall comply with all applicable requirements of each as defined in the No-Action Letter of February 17, 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 Xxxxxx/PSA LetterNo-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. (bii) For purposes hereofEach 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" as used herein shall have Materials and ABS Term Sheets that are required to be filed with the meaning given such term in Commission pursuant to the No-Action Letters, but shall include only those . 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 have been prepared 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 delivered assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to prospective investors by be filed were based on assumptions with respect to, or at characteristics of, the direction 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 Underwriter. For purposes hereof, "materials shall prepare revised Computational Materials or ABS Term Sheets" , as the case may be, based on the final Prospectus Supplement and "Collateral Term Sheets" as structuring assumptions used herein shall have the meanings given such terms in the PSA Letter but shall include only those 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 Collateral 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 prepared 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 at in the direction delivery of such Underwriterthe 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 Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Xxxxrpoxxxxx xnd Kidder Structured Asset CorporationXxxxxxatixx, as xx made applicable to other issuers otxxx xssuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as the PSA Letter referred to below. In Xx connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes 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 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.at

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 It is understood that each (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Acceptance Corporation Peabody Acceptaxxx Xxrporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Incorpoxxxxx anx Kidder Structured Asset CorporationCorpoxxxxxx, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements xxxxxxements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "NoXx-Action Xxtion Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other 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. As used herein, "Term Sheets" means any ABS Term Sheets, Structural Term Sheets, and/or Collateral Term Sheets.

Offering by Underwriters. 4.1 (a) It is understood ------------------------ that after the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus. (b) Each Underwriter may provide to prospective investors the Series Term Sheet dated October 16, and 1996 relating to the Underwriters agree that all such offers and sales Certificates (the "Series Term Sheet") prepared by the Underwriters shall be made in compliance with all applicable laws Bank and regulations. It is further understood attached ----------------- hereto as Exhibit A, subject to the following conditions: (ii) Each Underwriter, severally, represents and warrants to the Bank that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, (a) it has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York use any information that constitutes "Computational Materials" 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 the Underwritten Certificates, subject to Certificates unless it has obtained 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 prior written consent of the No-Action Letter of May 20, 1994 issued by the Commission Bank to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated such usage and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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" 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," --------------- "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings ---------------------- ---------------------- given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten CertificatesCertificates which are not "mortgage related securities" as defined in the 1934 Act (as defined below). As required by Policy Statement 105, each Underwriter Each of the Underwriters therefore covenants and agrees with the Company that sales of the Underwritten Class C, D and E 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; 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. 4.2 It is understood that each (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as shall be set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten CertificatesCertificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, as amended (the "1934 Act"). As required by Policy Statement 105Accordingly, each Underwriter therefore covenants and agrees with the Company that sales of the such 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 (b) The Underwriters may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of the Underwritten Certificates. Each Underwriter, subject to severally and not jointly, covenants with the following conditions to be satisfied by such UnderwriterCompany that: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Xxxxxxorated xxx Kidder Structured Asset CorporationCxxxxxxtixx, as xx made applicable to other issuers issuxxx and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action lettex, xxxed February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bii) For purposes xxxxxses 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 shall have the collective meanings given to the terms "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term SheetsSheet" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 (a) It is understood that after ------------------------ the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1998-3 Term Sheet, dated June 17, 1998, relating to the Certificates (the "1998-3 Term Sheet") prepared by the Bank and ABS Term Sheets (each attached ----------------- hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKiddxx, Xxxxxxx Acceptance Xxabxxx Xxxeptance Corporation I, XxxxxxKiddxx, Xxxxxxx Peabody & Co. 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 (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable ----------------- requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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 XxxxxxKiddxx/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 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 Greenwood Letter and "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," "Structural Term --------------- --------------- Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such ------ ---------------------- terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the several ------------------------ Underwriters propose to offer the Underwritten Certificates subject to this Agreement for sale to the public (which may include selected dealers) as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS a Series Term Sheets Sheet relating to the Certificates prepared by the Bank (each as defined below) in connection with its offering of the Underwritten Certificates"Series Term Sheet"), which shall be attached to the applicable Terms Agreements subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action ----------------- letter, dated February 17, 1995 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, 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" 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, XXXXXX XXXXXXX & CO. INCORPORATED November 3, 1998 Page 8 "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein --------------- ---------------------- ---------------------- shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 It is understood that the Underwriters propose to offer the Underwritten Offered Certificates for sale to the public as set forth in the Prospectus, Prospectus and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and you will not file an 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 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 sale at your direction under such Underwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105"blue sky" or state securities laws). 4.2 It is understood that each Underwriter the Underwriters may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its your offering of the Underwritten Offered Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (a) In connection with the use of Computational Materials, such Underwriter the Underwriters shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 1994, issued by the Commission to XxxxxxKiddxx, Xxxxxxx Xxabody Acceptance Corporation I, XxxxxxKiddxx, Xxxxxxx Xxabxxx & Co. Xo. Incorporated and Xxxxxx Structured Kiddxx Xxxuctured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKiddxx/PSA XXX Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter the Underwriters shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKiddxx/PSA XXX 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 (a) It is understood that after the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1997-4 Term Sheet dated May 27, 1997 relating to the Certificates (the "1997-4 Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in 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. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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, 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" 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," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the No-Action Letter of no action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-No Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-No Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, "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 Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Incxxxxxxtex xxx Xidder Structured Asset CorporationCorpxxxxxxn, as made xx xxxe applicable to other issuers isxxxxx and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as the PSA Letter referred to below. In connection Ix xxxxection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes hereofpurpxxxx 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. 4.1 (a) It is understood that after the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1997-3 Term Sheet dated May 21, 1997 relating to the Certificates (the "1997-3 Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no- action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in 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. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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, 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" 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," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xncxxxxxxxed, and Xxxxxx Kidder Structured Asset CorporationAxxxx Xorxxxxxxxn and the no-action lettex xxxxd May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of an Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission -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. 4.1 (a) It is understood that after the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1997-5 Term Sheet dated July 22, 1997 relating to the Certificates (the "1997-5 Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in 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. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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, 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" 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," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood ------------------------- that after the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1998-7 Term Sheet, dated September 2, 1998, relating to the Certificates (the "1998-7 Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto ----------------- as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKiddxx, Xxxxxxx Acceptance Xxabxxx Xxxeptance Corporation I, XxxxxxKiddxx, Xxxxxxx Peabody & Co. 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 (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable ----------------- requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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 XxxxxxKiddxx/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 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 Greenwood Letter and "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," "Structural Term --------------- --------------- Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such ------ ---------------------- terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 Certificates which are not "mortgage related securities" as defined in 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 1051934 Act (as defined below). 4.2 It is understood that each (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriter:conditions: [Underwriting Agreement] (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 It is understood that (a) In connection with the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General offering of the State of New York granted pursuant to Policy Statement 105Bonds, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (x) items similar to computational materials ("Computational Materials and ABS Term Sheets (each Materials"), as defined below) in connection with its offering of the 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 Nono-Action Letter action letter of May 20, 1994 issued by the Commission SEC to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Inxxxxxxatxx xxx Kidder Structured Asset CorporationCorxxxxxxon, as made applicable to other issuers ixxxxxx and underwriters by the Commission SEC in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter")1994, as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/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) For purposes hereofEach Underwriter further represents and warrants that, "Computational Materials" as used herein shall have if and to the meaning given such term in the No-Action Letters, but shall include only those extent it has provided any prospective investors with any 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 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 prepared or delivered to prospective investors by or at the direction of such Underwritersatisfied with respect thereto.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the offering statement pursuant to Section 352-352 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the No-Action Letter of no action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxxxporated and Xxxxxx Kidder Structured Asset CorporationXxxxxxatxxx, as xx made applicable to other issuers issuxxx and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no action letter, daxxx February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-No Action Letters"). (bxx) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-No Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, "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 Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxxrpxxxxxx and Xxxxxx Kidder Structured Asset CorporationXxxxxraxxxx, as xs made applicable to other issuers othxx xxxuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as the PSA Letter referred to belowbelxx. In Xx connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (b) For purposes 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. 4.1 (a) It is understood ------------------------ that after the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials 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 ABS Term Sheets (each attached ------------------------ hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKiddxx, Xxxxxxx Acceptance Xxabxxx Xxxeptance Corporation I, XxxxxxKiddxx, Xxxxxxx 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 (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February ------ 17, 1995 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---------------- 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 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 Greenwood Letter and "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," --------------- "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the ---------------------- ---------------------- meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xx. Inxxxxxxxted, and Xxxxxx Kidder Structured Asset CorporationXxxxx Corporation and the no-action letter dated May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 (a) It is understood that the several ------------------------ Underwriters propose to offer the Underwritten Certificates subject to this Agreement for sale to the public (which may include selected dealers) as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS a Series Term Sheets Sheet relating to the Certificates prepared by the Bank (each as defined below) in connection with its offering of the Underwritten Certificates"Series Term Sheet"), which shall be attached to the applicable Terms Agreements subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action ----------------- letter, dated February 17, 1995 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, 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" 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," --------------- "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the ---------------------- ---------------------- meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Inxxxxxxxted and Xxxxxx Kidder Structured Asset CorporationAxxxx Xorxxxxxxxn, as made applicable to other xxxxx issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action xxxxxr, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bii) For Xxx purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other 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. As used herein, "Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Base Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxxxpoxxxxx, and Xxxxxx Kidder Structured Asset CorporationXxxxxration and the no-action letter daxxx Xxy 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn 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 "Computational Materials" as used herein Defective Free Writing Prospectus"), the Underwriter shall have notify the meaning given 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 term 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-Action Letters8591. 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 include only those Computational Materials that have been prepared not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or delivered to prospective investors accompanied 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.final Prospectus

Offering by Underwriters. 4.1 SECTION 4.1. It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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. 4.2 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the offering statement pursuant to Section 352-352 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the No-Action Letter of no action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "“Xxxxxx/PSA Letter"”), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "“PSA Letter" ” and, together with the Xxxxxx/PSA Letter, the "No-“No Action Letters"”). (bii) For purposes hereof, "“Computational Materials" as used herein ” shall have the meaning given such term in the No-No Action Letters, but shall include only those (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" 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.such

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten CertificatesCertificates which are not "mortgage related securities" as defined in the 1934 Act (as defined below). As required by Policy Statement 105, each Underwriter Each of the Underwriters therefore covenants and agrees with the Company that sales of the Underwritten Class C, D and E 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabodx & Co. Incorporated Xx. Incorporated, and Xxxxxx Structured Asset CorporationKidder Structurex Xxxxt Xxxxxxxtion and the no-action lexxxx xated May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of an Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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 (a) It is understood that after ------------------------ the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the Series 2001-2 Term Sheet, dated February 28, 2001, relating to the Certificates (the "2001-2 Series Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten Certificates------------------------ Exhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Structure d 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 (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no- ----------------- action letter, dated February 17, 1995 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").. ----------------- (bii) For purposes hereofEach Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" as used herein shall have with respect to the meaning given offering of the Certificates unless it has obtained the prior written consent of the Bank to such term in usage and (b) other than the No2001-Action Letters2 Series Term Sheet, but shall include only those Computational Materials it has not and will not use any information that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, constitutes "Series Term Sheets," "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.Term

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xncxxxxxxxed, and Xxxxxx Kidder Structured Asset CorporationAxxxx Xorxxxxxxxn and the no-action lettex xxxxd May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of an Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 Certificates which are not "mortgage related securities" as defined in 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 1051934 Act (as defined below). 4.2 It is understood that each (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Incxxxxxxted and Xxxxxx Xidder Structured Asset CorporationCorpxxxxxxn, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, xxxxx February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bii) For purposes puxxxxxx 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," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e c 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 Each of the Underwriters 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxorporated and Xxxxxx Kidder Structured Asset CorporationAssex Xxxxorxxxxx, as made applicable to other issuers otxxx xxsuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action lexxxx, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bxx) 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 (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the ABS Term Sheets attached hereto as Exhibit B and (y) those other 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. As used herein, "Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 Certificates which are not "mortgage related securities" as defined in 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 1051934 Act (as defined below). 4.2 It is understood that each (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared for or delivered to prospective investors by or at the direction of such Underwriter.

Offering by Underwriters. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1996-8 Term Sheet dated October 16, 1996 relating to the Certificates (the "1996-8 Term ----------- Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the ----- following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA ---------- Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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, 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 1996-8 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" 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," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have ----------- ---------------------- ---------------------- the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that after the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1999-_ Term Sheet, dated, , 1999, relating to the Certificates (the "1999-_ Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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" 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," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials 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 ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten Certificates------------------------ Exhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKiddxx, Xxxxxxx Xxabody Acceptance Corporation I, XxxxxxKiddxx, Xxxxxxx 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 (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated ----------------- February 17, 1995 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 XxxxxxKiddxx/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 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 Greenwood Letter and "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," "Structural Term Sheets" and --------------- ---------------------- "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such Underwriter---------------------- Letter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xncxxxxxxxed, and Xxxxxx Kidder Structured Asset CorporationAxxxx Xorporation and the no-action lettex xxxxd May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of an Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Base Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Ixxxxxxraxxx, xxd Kidder Structured Asset CorporationCxxxxxxtion and the no-action letter datex Xxx 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of an Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus:

Offering by Underwriters. 4.1 It is understood that the Underwriters propose to offer the Underwritten Certificates Notes for sale to the public as set forth in the Prospectus, and 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 CompanySponsor, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten CertificatesNotes. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company Sponsor that sales of the Underwritten Certificates 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 the Underwritten CertificatesNotes, 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "XxxxxxXXXXXX/PSA LetterLETTER"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA LetterLETTER" and, together with the Xxxxxx/PSA Letter, the "NoNO-Action LettersACTION LETTERS"). (b) For purposes hereof, "Computational MaterialsCOMPUTATIONAL 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 TERM Sheets" and "Collateral Term SheetsCOLLATERAL 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.

Offering by Underwriters. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1998-1 Term Sheet, dated May 12, 1998, relating to the Certificates (the "1998-1 ------ Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to ---------- the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no- ----------------- action letter, dated February 17, 1995 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 1998-1 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, "Computational MaterialsSeries Term ----------- Sheet" as used herein shall have the meaning given such term in the No-Greenwood Letter and ----- "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" 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 UnderwriterLetter.

Offering by Underwriters. 4.1 It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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 Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e c 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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.to

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the offering statement pursuant to Section 352-352 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the No-Action Letter of no action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxxxporated and Xxxxxx Kidder Structured Asset CorporationXxxxxxatxxx, as xx made applicable to other issuers issuxxx and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no action letter, daxxx February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-No Action Letters"). (bii) For purposes Xxx xxrposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-No Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, "Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Acceptance Corporation Peabody Acceptxxxx Xorporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Incorpxxxxxx axx Kidder Structured Asset CorporationCorpxxxxxxn, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements xxxxxrements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "NoXx-Action Xction Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other 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. As used herein, "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 Underwriters propose to offer the Underwritten Certificates Notes for sale to the public as set forth in the Prospectus, Prospectus and the Underwriters agree that all such offers and sales by the Underwriters them shall be made in compliance with all applicable laws and regulations. It is further understood that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the Underwriters may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its their offering of the Underwritten CertificatesNotes, subject to the following conditions to be satisfied by such Underwriterconditions: (a) In The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of including the No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "“Xxxxxx/PSA Letter"”), as well as the PSA Letter referred to below. In The Underwriters shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "“PSA Letter" ” and, together with the Xxxxxx/PSA Letter, the "“No-Action Letters"”). (b) For purposes hereof, "“Computational Materials" ” as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriterthe 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. 4.1 SECTION 4.1. It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the Series 2001-4 Term Sheet, dated May 2, 2001, relating to the Certificates (the "2001-4 Series Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit ------------------------ A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No------------------ no-Action Letter of action letter, dated February 17, 1995 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").. ----------------- (bii) For purposes hereofEach Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" as used herein shall have with respect to the meaning given offering of the Certificates unless it has obtained the prior written consent of the Bank to such term in usage and (b) other than the No2001-Action Letters4 Series Term Sheet, but shall include only those Computational Materials it has not and will not use any information 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.constitutes

Offering by Underwriters. 4.1 It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e c 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action NoAction Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of 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 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1997-2 Term Sheet dated April 24, 1997 relating to the Certificates (the "1997-2 Term ----------- Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the ----- following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in 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. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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, 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 1997-2 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" 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," "Structural Term Sheets" and "Collateral --------------- ---------------------- ---------- Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such Underwriter.Letter. -----------

Offering by Underwriters. 4.1 (a) It is understood that after the Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the 1999-_ Term Sheet, dated, _____________ __, 1999, relating to the Certificates (the "1999-_ Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 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" 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," "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such UnderwriterLetter.

Offering by Underwriters. 4.1 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus. (b) Each Underwriter may provide to prospective investors the Series 2001-3 Term Sheet, and dated March 21, 2001, relating to the Underwriters agree that all such offers and sales Certificates (the "2001-3 Series Term Sheet") prepared by the Underwriters shall be made in compliance with all applicable laws Bank and regulations. It is further understood attached hereto as ------------------------- Exhibit A, subject to the following conditions: (ii) Each Underwriter, severally, represents and warrants to the Bank that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, (a) it has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York use any information that constitutes "Computational Materials" 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 the Underwritten Certificates, subject to Certificates unless it has obtained 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 prior written consent of the NoBank to such usage and (b) other than the 2001-Action Letter of May 203 Series Term Sheet, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated it has not and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the will not use any information that constitutes "Xxxxxx/PSA LetterSeries Term Sheets," "), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply ," "Structural Term Sheets" or "Collateral Term Sheets" with all applicable requirements respect to the offering of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (b) Certificates. For purposes hereof, "Series Term Sheet" shall ----------------- have the meaning given such term in the Greenwood Letter and "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," "Structural Term Sheets" and --------------- ---------------------- "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such Underwriter---------------------- Letter.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xxxxxporated and Xxxxxx Kidder Structured Asset CorporationXxxxxxatxxx, as xx made applicable to other issuers issuxxx and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2427, 1994 (collectively, the "XxxxxxKidder/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, daxxx February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the XxxxxxKidder/PSA Letter, the "No-Action Letters"). (bii) For purposes Xxx xxrposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those (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" as used herein shall have the meanings given such terms in the PSA Letter but shall include only (x) the Term Sheets attached hereto as Exhibit B, and (y) those other ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or for and delivered to prospective investors by or at the direction of such Underwriter. As used herein, "Term Sheets" means any ABS Term Sheets, Structural Term Sheets and/or Collateral Term Sheets.

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e c of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each 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 (b) 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 the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets", "Structured 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, 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 (a) It is understood that after the ------------------------ Effective Date the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials the Series 1999-4 Term Sheet, dated May 19, 1999, relating to the Certificates (the "1999-4 Series Term Sheet") prepared by the Bank and ABS Term Sheets (each attached hereto as defined below) in connection with its offering of the Underwritten CertificatesExhibit ------------------------ A, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as (B) the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no- ----------------- action letter, dated February 17, 1995 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").. ----------------- (bii) For purposes hereofEach Underwriter, severally, represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" as used herein shall have with respect to the meaning given offering of the Certificates unless it has obtained the prior written consent of the Bank to such term in usage and (b) other than the No1999-Action Letters4 Series Term Sheet, but shall include only those Computational Materials it has not and will not use any information that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, constitutes "Series Term Sheets," "ABS Term Sheets," and "Structural Term Sheets" or "Collateral Term Sheets" as used herein shall have with respect to the meanings given such terms in offering of 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.Certificates. For purposes hereof,

Offering by Underwriters. 4.1 It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the 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 the 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 No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (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 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and Materials, ABS Term Sheets, Structural Term Sheets (each as defined below) or Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection with the use of Computational Materials, such Such Underwriter shall comply with all applicable the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action Letters"). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those (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" 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.(x) the

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public public, including, without limitation, in and from the State of New York, as set forth in the Prospectus, and the Underwriters agree that all such offers and sales by the Underwriters shall be made in compliance with all applicable laws and regulationsProspectus Supplement. It is further understood that the Company, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York to be granted pursuant to Policy Statement 104 and 105, has not and will not file an the 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 105Certificates which are not "mortgage related securities" as defined in the Securities Exchange Act of 1934, each Underwriter therefore covenants and agrees with as amended (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"1934 Act"). 4.2 (b) It is understood that each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets Free Writing Prospectuses subject to the following conditions: (each as defined belowi) Unless preceded or accompanied by the Basic Prospectus, no Underwriter shall convey or deliver any written communication to any person in connection with its the initial offering of the Underwritten Certificates, subject to unless such written communication (A) is made in reliance on Rule 134 under the following conditions to be satisfied by such Underwriter: 1933 Act, (aB) In 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 use of Computational Materials, such Underwriter shall comply with all applicable requirements initial offering of the NoCertificates any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS Informational and Computational Material"), in reliance upon Rules 167 and 426 under the 1933 Act or any materials in reliance on the no-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Xxxxxxx Peabody & Co. Incorporated Xncxxxxxxxed, and Xxxxxx Kidder Structured Asset CorporationAxxxx Xorporation and the no-action lettex xxxxd May 27, as made applicable to other issuers and underwriters 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association or the no-action letter dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association 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 Letter" andUnderwriting 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 Xxxxxx/PSA LetterTime 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 "No-Action LettersDefective 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"). (bi) For purposes hereofIn the event that any Underwriter becomes aware that, "Computational Materials" as used herein shall have of the meaning given such term 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 No-Action Letterslight of the circumstances under which they were made, but 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 include only those Computational Materials notify the Company thereof within one business day after discovery. (ii) Provided that have been prepared 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 delivered 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 prospective investors by or at each purchaser of an Underwritten Certificates which received the direction 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 Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein shall have 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 meanings given such terms described in the PSA Letter 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 include only those ABS Term Sheets not distribute any written information concerning the Underwritten Certificates to a prospective purchaser of Underwritten Certificates unless such information is preceded or Collateral Term Sheets that have been prepared or delivered to prospective investors accompanied by or at the direction of such Underwriter.final Prospectus

Offering by Underwriters. 4.1 (a) It is understood that the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus, and 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, in reliance upon a no-filing letter an exemption from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e c of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each 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 (b) Each Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Materials, Structural Term Sheets (each as defined below) and Collateral Term Sheets in connection with its offering of the Underwritten Certificates, subject to the following conditions to be satisfied by such Underwriterconditions: (ai) In connection Such Underwriter shall have complied with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of no- action letter, dated May 20, 1994 1994, issued by the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as and the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the Nono-Action Letter of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action LettersLetters "). (bii) For purposes hereof, "Computational Materials" as used herein shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets", "Structural Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by or at the direction of such Underwriter.