Common use of Computational Materials and ABS Term Sheets Clause in Contracts

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the Underwriter, the Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriter to prospective investors in the Securities which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company five CCMS two (2) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CCMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CCMS and one (1) copy of such materials to CCMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for CCMS on behalf of the Company CCMS at the address specified in Section 15 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities which constitute either (i) "Computational ------------- Materials" within the meaning of the no-no- action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorxxxxxxd, and Xxxxxx xxx Xxdder Structured Asset Corporation Corpoxxxxxx and the no-action letter dated May 27Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the noxx-action xxxion letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials ----------------- with materxxxx xith the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) 1. Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company five CCMS two (2) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CCMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CCMS and one (1) copy of such materials to CCMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for CCMS on behalf of the Company CCMS at the address specified in Section 15 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKxxxxx, Xxxxxxx Pxxxxxx Acceptance Corporation I, XxxxxxKxxxxx, Peabody & Co. Incorporated, and Xxxxxx Kxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Kxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.2:00 p.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIxxxxxxratxx, and Xxxxxx xxd Kidder Structured Asset Corporation and Cxxxxxxtiox xxx the no-action letter dated May datex Xxx 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the nothx xx-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials ----------------- maxxxxxxs with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials ABS Term Sheets, electronic format suitable for filing (or able to counsel be readily converted to a format suitable for filing) with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwriterUnderwriters, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities which constitute either (i) "“Computational ------------- Materials" ” within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKxxxxx, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKxxxxx, Peabody Pxxxxxx & Co. Incorporated, and Xxxxxx Kxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx “Kxxxxx Letters"”) or (ii) "“ABS -------------- --- Term Sheets" ” within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the ---------- Xxxxxx Kxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ---------------------- ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company MCFI five (5) complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Registered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" ", and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company MCFI as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company MCFI pursuant to this paragraph (a) shall be effected by delivering four (4) copies of such materials to counsel for the Company MCFI on behalf of the Company MCFI at the address specified in Section 15 16 hereof and one copy of such materials to the CompanyMCFI.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City Eastern time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwriterUnderwriters, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Notes which constitute either (i) "“Computational ------------- Materials" ” within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”) or (ii) "“ABS -------------- --- Term Sheets" ” within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the ---------- Xxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ---------------------- ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i11(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter Underwriters to the Company no later than 10:30 a.m., New York City Eastern time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCompany at the address specified in Section 12 hereof.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company SBMS five (5) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action noaction letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" ", and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four (4) copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 hereof SBMS and one copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of SBMS at the Companyaddress specified in Section 17 hereof in a format that will permit such materials to be promptly filed electronically with the Commission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Letters, the "No-No- Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Letters, the "No-No- Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company five SBMS two (2) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKidxxx, Xxxxxxx Acceptance Xeaxxxx Xxceptance Corporation I, XxxxxxKidxxx, Peabody Xeaxxxx & Co. Incorporated, and Xxxxxx Structured Kidxxx Xxructured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidxxx/XXA Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the ---------- Xxxxxx Kidxxx/XXA Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company SBMS and one (1) copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of the Company SBMS at the address specified in Section 15 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.2:00 p.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission (the "Staff") to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Staff of the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission Staff to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials ABS Term Sheets, electronic format suitable for filing (or able to counsel be readily converted to a format suitable for filing) with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation ICxxxxxxtiox X, XxxxxxXxdder, Peabody & Co. IncorporatedIncorpoxxxxx, and Xxxxxx Kidder Structured Asset Corporation Corpxxxxxxn and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS -------------- --- Term SheetsXxxx Xheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Kidder Letters, the "No-Action LettersXxxxxrs"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m.3:00 p.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwriterUnderwriters, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities which constitute either (i) "“Computational ------------- Materials" ” within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”) or (ii) "“ABS -------------- --- Term Sheets" ” within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the ---------- Xxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ---------------------- ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company five SBMS two (2) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncxxxxxxtex, and Xxxxxx xxx Kidder Structured Asset Corporation and the Corxxxxxxon xxx xxe no-action letter dated May 27Xxx 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder/PSA Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the ox xxx no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the ---------- Xxxxxx Kidder/PSA Letters, the "No-Action Letters"), if the filing of such materials ----------------- xxxxxials with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company SBMS and one (1) copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of the Company SBMS at the address specified in Section 15 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx LettersLetters ") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Letters, the "No-No Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company and its counsel, as provided below, five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Offered Securities which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter shall deliver to the Company MCFI five (5) complete copies of all materials provided by the Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" ", and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company MCFI as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four (4) copies of such materials to counsel for the Company MCFI on behalf of the Company MCFI at the address specified in Section 15 17 hereof and one copy of such materials to MCFI. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for MCFI on behalf of MCFI at the Companyaddress specified in Section 17 hereof in a format that will permit such materials to be promptly filed electronically with the Commission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company SBMS five (5) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKiddxx, Xxxxxxx Acceptance Xxabxxx Xxxeptance Corporation I, XxxxxxKiddxx, Peabody Xxabxxx & Co. Xo. Incorporated, and Xxxxxx Structured Kiddxx Xxxuctured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kiddxx/XXX Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the ---------- Xxxxxx Kiddxx/XXX Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four (4) copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 hereof SBMS and one copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of SBMS at the Companyaddress specified in Section 16 hereof in a format that will permit such materials to be promptly filed electronically with the Commission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company five CCMS two (2) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the ---------- Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CCMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CCMS and one (1) copy of such materials to CCMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for CCMS on behalf of the Company CCMS at the address specified in Section 15 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Peabody Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company five CCMSI two (2) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Xxxxxx/PSA Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the ---------- Xxxxxx Xxxxxx/PSA Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CCMSI as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CCMSI and one (1) copy of such materials to CCMSI. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for CCMSI on behalf of the Company CCMSI at the address specified in Section 15 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwriterUnderwriters, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities which constitute either (i) "“Computational ------------- Materials" ” within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”) or (ii) "“ABS -------------- --- Term Sheets" ” within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the ---------- Xxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ---------------------- ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter Underwriters to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City Eastern time, on a date no later than four business days before delivery of the Final Prospectus to the UnderwriterUnderwriters, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Notes which constitute either (i) "“Computational ------------- Materials" ” within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "“Xxxxxx Letters"”) or (ii) "“ABS -------------- --- Term Sheets" ” within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "“PSA Letter" ” and together with the ---------- Xxxxxx Letters, the "“No-Action Letters"”), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In the case of any such materials that constitute "“Collateral Term Sheets" ---------------------- ” within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i11(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter Underwriters to the Company no later than 10:30 a.m., New York City Eastern time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCompany at the address specified in Section 12 hereof.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company MCFI five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Registered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company MCFI as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company MCFI pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company MCFI on behalf of the Company MCFI at the address specified in Section 15 16 hereof and one copy of such materials to the CompanyMCFI.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorxxxxxxd, and Xxxxxx xxx Xxdder Structured Asset Corporation Corpoxxxxxx and the no-action letter dated May 27Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the noxx-action xxxion letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Kidder Letters, the "No-Action Letters"), if the filing of such materials ----------------- with materxxxx xith the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company and its counsel, as provided below, five complete copies of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and together with the ---------- Xxxxxx Letters, the "No-Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 15 13 hereof and one copy of such materials to the Company.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company five CMLTI two (2) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- MaterialsCOMPUTATIONAL MATERIALS" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorxxxxxxd, and Xxxxxx xxx Xxdder Structured Asset Corporation and the Corpoxxxxxx axx xxx no-action letter dated May 27Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx LettersKIDDER/PSA LETTERS") or (ii) "ABS -------------- --- Term SheetsTERM SHEETS" within the meaning of the noxxx xx-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the ---------- Xxxxxx Kidder/PSA Letters, the "NoNO-Action LettersACTION LETTERS"), if the filing of such materials ----------------- mxxxxxxls with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term SheetsCOLLATERAL TERM SHEETS" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company CMLTI as contemplated by Section 10(b)(iSECTION 9(B)(I) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph PARAGRAPH (aA) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company CMLTI and one (1) copy of such materials to CMLTI. Each delivery of ABS Term Sheets pursuant to this PARAGRAPH (A) shall be effected by delivering such materials to counsel for CMLTI on behalf of the Company CMLTI at the address specified in Section 15 SECTION 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the each Underwriter shall deliver to the Company five SBMS two (2) complete copies of all materials provided by the such Underwriter to prospective investors in the Securities which Registered Certificates that constitute either (i) "Computational ------------- Materials" within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to XxxxxxKidder, Xxxxxxx Peabody Acceptance Corporation I, XxxxxxKidder, Peabody & Co. IncorporatedIncorxxxxxxd, and Xxxxxx xxx Xxdder Structured Asset Corporation and the Corpoxxxxxx axx xxx no-action letter dated May 27Max 00, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Kidder/PSA Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the noxxx xx-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and such letter, together with the ---------- Xxxxxx Kidder/PSA Letters, the "No-Action Letters"), if the filing of such materials ----------------- mxxxxxxls with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company SBMS as contemplated by Section 10(b)(i9(b)(i) below, five complete copies of such Collateral Term Sheets shall be delivered by the Underwriter to the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investor. Each delivery of Computational Materials, Collateral Term Sheets and/or ABS Term Sheets to the Company Materials pursuant to this paragraph (a) shall be effected by delivering four copies one (1) copy of such materials to counsel for the Company SBMS and one (1) copy of such materials to SBMS. Each delivery of ABS Term Sheets pursuant to this paragraph (a) shall be effected by delivering such materials to counsel for SBMS on behalf of the Company SBMS at the address specified in Section 15 16 hereof and one copy of in a format that will permit such materials to be promptly filed electronically with the CompanyCommission.

Computational Materials and ABS Term Sheets. (a) Not later than 10:30 a.m., New York City time, on a the date no later than four business days before delivery of the Final Prospectus to the Underwriterhereof, the Underwriter Underwriters shall deliver to the Company five and its counsel, as provided below, a complete copies copy of all materials provided by the Underwriter Underwriters to prospective investors in the Securities Offered Certificates which constitute either (i) "Computational ------------- Materials" within Materials"within the meaning of the no-action letter dated May 20, 1994 --------- issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") or (ii) "ABS -------------- --- Term Sheets" within the meaning of the no-action letter dated February 17, ----------- 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter" and and, together with the ---------- Xxxxxx Letters, the "No-No- Action Letters"), if the filing of such materials ----------------- with the Commission is a condition of the relief granted in such letters. In letters and, in the case of any such materials that constitute "Collateral Term Sheets" ---------------------- within the meaning of the PSA Letter, if such Collateral Term Sheets have not previously been delivered to the Company as contemplated by Section 10(b)(i9(b)(i) below. For purposes of this Agreement, five complete copies of such Collateral "Structural Term Sheets Sheets" shall be delivered by have the Underwriter to meaning set forth in the Company no later than 10:30 a.m., New York City time, on the first business day following the date on which such Collateral Term Sheets were initially provided to a potential investorPSA Letter. Each delivery of Computational Materials, Collateral Term Sheets Materials and/or ABS Term Sheets to the Company and its counsel pursuant to this paragraph (a) shall be effected by delivering four copies made in paper form and, in the case of such materials to counsel ABS Term Sheets, electronic format suitable for filing with the Company on behalf of the Company at the address specified in Section 15 hereof and one copy of such materials to the CompanyCommission.