Common use of Collateral Term Sheets Clause in Contracts

Collateral Term Sheets. (a) Prior to the delivery of any Collateral Term Sheet, the filing of which material is a condition of the relief granted in such letter (such material being the “Collateral Term Sheets”), to a prospective investor in the Notes, the Underwriters shall notify the Depositor and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet was first delivered to a prospective investor in the Notes, the Underwriters shall deliver to the Depositor one complete copy of all materials provided by the Representative to prospective investors in such Notes which constitute “Collateral Term Sheets.” Each delivery of a Collateral Term Sheet to the Depositor pursuant to this paragraph (a) shall be effected in accordance with Section 10. At the time of each such delivery, the Representative shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets by such Underwriter delivered to the Representative for delivery to the Depositor pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor, (ii) On the date any such Collateral Term Sheets with respect to such Notes were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Representative makes no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error. (c) If, at any time when a Prospectus relating to the Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by the Representative pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, the Representative promptly will prepare and furnish to the Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Representative represents and warrants to the Depositor, as of the date of delivery of such amendment or supplement to the Depositor, that any Derived Information contained in such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative makes no representation or warranty as to whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error.

Collateral Term Sheets. (a) Prior to the delivery of any "Collateral Term SheetSheet within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the “"Collateral Term Sheets”"), to a prospective investor in the Notes, the Underwriters shall notify the Depositor and its counsel by telephone of its their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m.2:00 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet was first delivered to a prospective investor in the Notes, ; the Underwriters shall deliver to the Depositor one five complete copy copies of all materials provided by the Representative Underwriters to prospective investors in such Notes which constitute “"Collateral Term Sheets.” " Each delivery of a Collateral Term Sheet to the Depositor pursuant to this paragraph (a) shall be effected in accordance with Section 10by delivering four copies of such materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") At the time of each such delivery, the Representative Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Depositor by such Underwriter delivered to the Representative for delivery to the Depositor pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor,Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Notes in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Notes were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Depositor, and, except as otherwise disclosed by such underwriter to the Depositor in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 9(c). Notwithstanding the foregoing, the Representative each underwriter makes no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Notes furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Depositor to the effect set forth in Section 8(b)(iv) hereof, and to the effect that the information contained in such materials supersedes information contained in any prior Collateral Term Sheet with respect to such series of Notes and will be superseded by the description of the related mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Depositor. (d) If, at any time when a Prospectus prospectus relating to the Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by the Representative any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related ProspectusProspectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, the Representative such Underwriter promptly will prepare and furnish to the Depositor for filing with the Commission an and amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Representative Each Underwriter represents and warrants to the Depositor, as of the date of delivery of such amendment or supplement to the Depositor, that any Derived Information contained in such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative that each such Underwriter makes no representation or warranty as to whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Depositor shall have no obligation to file such amendment or supplement if the Depositor determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Depositor shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Depositor pursuant to this paragraph (d) or (ii) such filing is not required under the Act.

Collateral Term Sheets. (a) Prior to the delivery of any ---------------------- "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the “"Collateral Term Sheets”"), to a prospective investor in the NotesCertificates, the Underwriters shall notify the Depositor and its counsel by telephone of its their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m.2:00 p.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet was first delivered to a prospective investor in the NotesCertificates, the Underwriters shall deliver to the Depositor one five complete copy copies of all materials provided by the Representative Underwriters to prospective investors in such Notes Certificates which constitute “"Collateral Term Sheets.” " Each delivery of a Collateral Term Sheet to the Depositor pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Depositor on behalf of the Depositor at the address specified in accordance with Section 103 hereof and one copy of such materials to the Depositor. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") At the time of each such delivery, the Representative Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets furnished to the Depositor by such Underwriter delivered to the Representative for delivery to the Depositor pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor,Depositor that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Notes Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Depositor, and, except as otherwise disclosed by such Underwriter to the Depositor in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 9(c). Notwithstanding the foregoing, the Representative each Underwriter makes no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof shall include a disclaimer in form satisfactory to the Depositor to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes information contained in any prior Collateral Term Sheet with respect to such Series of Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Detailed Description relating to such Prospectus Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Depositor. (d) If, at any time when a Prospectus prospectus relating to the Notes Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by the Representative any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction 28 with the related ProspectusProspectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, the Representative such Underwriter promptly will prepare and furnish to the Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Representative Each Underwriter represents and warrants to the Depositor, as of the date of delivery of such amendment or supplement to the Depositor, that any Derived Information contained in such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative each such Underwriter makes no representation or warranty as to whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Depositor shall have no obligation to file such amendment or supplement if the Depositor determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Depositor shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Depositor pursuant to this paragraph (d) or (ii) such filing is not required under the Act.

Collateral Term Sheets. (a) Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the “"Collateral Term Sheets”"), to a prospective investor in the Notesany Offered Certificates, the Underwriters shall Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Depositor Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet was first delivered to a prospective investor in the Notessuch Offered Certificates, the Underwriters Underwriter shall deliver to the Depositor one Company five complete copy copies of all materials provided by the Representative Underwriter to prospective investors in such Notes which the Offered Certificates that constitute “"Collateral Term Sheets.” " Each delivery of a Collateral Term Sheet to the Depositor Company pursuant to this paragraph (a) shall be effected in accordance with Section 10by delivering one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") At the time of each such delivery, the Representative Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect -respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each The Underwriter represents and warrants to and agrees with the Depositor Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets by such Underwriter delivered furnished to the Representative for delivery to the Depositor Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such the Underwriter prior to time of delivery thereof to the Depositor,Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; and (ii) On the date any such Collateral Term Sheets with respect to such Notes Offered Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor Company pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Representative Underwriter makes no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriter acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after the date hereof will have been prepared and disseminated by the Underwriter and not by or on behalf of the Company, and that such materials shall include a disclaimer in form satisfactory to the Company to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Offered Certificates and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement and in the Form 8-K relating to such Prospectus Supplement to be filed. The Underwriter agrees that it will not represent to prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company or ▇▇▇▇▇▇ Mac. (d) If, at any time when a Prospectus prospectus relating to the Notes Offered Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by the Representative Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related ProspectusProspectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, the Representative Underwriter promptly will prepare and furnish to the Depositor Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Representative Underwriter represents and warrants to the DepositorCompany, as of the date of delivery of such amendment or supplement to the DepositorCompany, that any Derived Information contained in such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative Underwriter makes no representation or warranty as to whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by the Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act.

Collateral Term Sheets. (a) Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the “"Collateral Term Sheets”"), to a prospective investor in the NotesSecurities, the Underwriters applicable Underwriter shall notify the Depositor Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet was first delivered to a prospective investor in the NotesSecurities of an offered series, the Underwriters such applicable Underwriter shall deliver to the Depositor one Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an ▇▇▇▇▇ format, a complete copy of all materials provided by the Representative such Underwriter to prospective investors in such Notes Securities which constitute “"Collateral Term Sheets.” " Each delivery of a Collateral Term Sheet to the Depositor Company pursuant to this paragraph (a) shall be effected in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") At the time of each such delivery, the Representative such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Depositor Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets by such Underwriter delivered furnished to the Representative for delivery to the Depositor Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor,Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Securities in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Notes the Offering of the Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor Company pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, the Representative makes you and each such Underwriter make no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Securities furnished to prospective investors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such Series of Securities being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a Prospectus prospectus relating to the Notes Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by the Representative an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related ProspectusProspectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, the Representative such Underwriter promptly will prepare and furnish to the Depositor Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Representative represents and warrants Such Underwriter will deliver an Officer's Certificate to the DepositorCompany representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the DepositorCompany, that any Derived Information contained in such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative makes such Underwriter will make no representation or warranty as to whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the “"Collateral Term Sheets”"), to a prospective investor in the NotesCertificates, the Underwriters applicable Underwriter shall notify the Depositor Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet was first delivered to a prospective investor in the NotesCertificates of an offered series, the Underwriters such applicable Underwriter shall deliver to the Depositor one Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an ▇▇▇▇▇ format, a complete copy of all materials provided by the Representative such Underwriter to prospective investors in such Notes Certificates which constitute “"Collateral Term Sheets.” " Each delivery of a Collateral Term Sheet to the Depositor Company pursuant to this paragraph (ae) shall be effected in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") At the time of each such delivery, the Representative such Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 9(b) by reference, represents and warrants to and agrees with the Depositor Company as of the date of the related Terms Agreement and as of the Closing Date, that: (i) The Collateral Term Sheets by such Underwriter delivered furnished to the Representative for delivery to the Depositor Company pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor,Company that are required to be filed with the Commission as "Collateral Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Collateral Term Sheets comply with the requirements of the PSA Letter; (ii) On the date any such Collateral Term Sheets with respect to such Notes the Offering of the Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor Company pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) such Underwriter has not represented to any prospective investor that any Collateral Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and, except as otherwise disclosed by such Underwriter to the Company in writing prior to the date hereof, all Collateral Term Sheets previously furnished to prospective investors included a disclaimer to the effect set forth in Section 8(b)(iv). Notwithstanding the foregoing, the Representative makes you and each such Underwriter make no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool Error except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) Each Underwriter delivering Collateral Term Sheets acknowledges and agrees that any Collateral Term Sheets with respect to any Series of Certificates furnished to prospective inventors from and after the date hereof shall include a disclaimer to the effect set forth in Section 8(d) hereof, and to the effect that the information contained in such materials supersedes the information contained in any prior Collateral Term Sheet with respect to such series of Certificates being offered and will be superseded by the description of the related Mortgage Loans in the related Prospectus Supplement. The Underwriters agree that they will not represent to any prospective investors that any Collateral Term Sheets were prepared or disseminated on behalf of the Company. (d) If, at any time when a Prospectus prospectus relating to the Notes Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by the Representative an Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectusrelates Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the The Act or the rules thereunder, the Representative such Underwriter promptly will prepare and furnish to the Depositor Company for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Representative represents and warrants Such Underwriter will deliver an Officer's Certificate to the DepositorCompany representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the DepositorCompany, that any Derived Information contained in such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related ProspectusProspectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative makes such Underwriter will make no representation or warranty as to whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error (except,any Corrected Mortgage Pool Error, with respect to any such amendment or supplement prepared after the receipt by such Underwriter from the Company of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Company shall have no obligation to file such amendment or supplement if the Company determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by such Underwriter to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act. The Company shall give notice to such Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence.

Collateral Term Sheets. (a) Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the “"Collateral Term Sheets”"), to a prospective investor in the NotesOffered Securities, the Underwriters shall notify the Depositor and its counsel by telephone of its their intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet was first delivered to a prospective investor in the NotesOffered Securities, the Underwriters shall deliver to the Depositor one complete copy of all materials provided by the Representative Underwriters to prospective investors in such Notes Offered Securities which constitute “"Collateral Term Sheets.” " Each delivery of a Collateral Term Sheet to the Depositor pursuant to this paragraph (a) shall be effected in accordance with Section 10. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") At the time of each such delivery, the Representative Underwriter making such delivery shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related SeriesOffered Securities, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Depositor with respect to such Series the Offered Securities pursuant to this Section 9(a) as a result of the occurrence of a the material change in the characteristics of the related Mortgage Auto Loans. (b) Each Underwriter represents and warrants to and agrees with the Depositor as of the date of the related Terms this Agreement and as of the Closing Date, that: (i) i. The Collateral Term Sheets furnished to the Depositor by such Underwriter delivered to the Representative for delivery to the Depositor pursuant to Section 9(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to time of delivery thereof to the Depositor, (ii) On Depositor that are required to be filed with the date any Commission as "Collateral Term Sheets" with respect to the Offered Securities in accordance with the PSA Letter, and such Collateral Term Sheets with respect to such Notes were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 9(a) and on the related Closing Date, any Derived Information contained in such Collateral Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction comply with the Prospectus, omit to state a material fact required to be stated therein or necessary to make requirements of the statements therein not misleading. Notwithstanding the foregoing, the Representative makes no representation or warranty as to whether any Derived Information contained in any Collateral Term Sheet included or will include any untrue statement or material omission resulting directly from any Mortgage Pool ErrorPSA Letter. (c) If, at any time when a Prospectus relating to the Notes of a Series Offered Securities is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Collateral Term Sheets provided by the Representative any Underwriter pursuant to this Section 9 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Collateral Term Sheets to comply with the Act or the rules thereunder, the Representative such Underwriter promptly will prepare and furnish to the Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Representative represents and warrants to the Depositor, as of the date of delivery of such amendment or supplement to the Depositor, that any Derived Information contained in such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, the Representative makes no representation or warranty as to whether any Derived Information contained in any such amendment or supplement will include any untrue statement resulting directly from any Mortgage Pool Error.