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

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & ▇▇. ▇nc▇▇▇▇▇▇▇ed, ▇▇▇and Kidder Structured A▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation orporation and the no-action letter dated lette▇ ▇▇▇▇d May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of conditi▇▇ ▇▇ the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody ▇▇▇▇▇ta▇, ▇▇ ▇▇▇▇▇▇▇ Acceptance Corporation poration I, ▇▇▇▇▇▇Kidder, Peabody & Co. Incorporated, and ▇Kidder Structured ▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated let▇▇▇ ▇▇ted May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of condi▇▇▇▇ ▇f the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & ▇▇. I▇▇▇▇▇▇▇ated, ▇▇and Kidder Structured ▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated let▇▇▇ ▇▇ted May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of condi▇▇▇▇ ▇f the relief granted in such letter (such materials being the "Computational Materials"), ) and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & ▇▇. ▇nc▇▇▇▇▇▇▇ed, ▇▇▇and Kidder Structured A▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation orporation and the no-action letter dated lette▇ ▇▇▇▇d May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of conditi▇▇ ▇▇ the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & ▇▇. ▇nc▇▇▇▇▇▇▇ed, ▇▇▇and Kidder Structured A▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation orporation and the no-action letter dated lette▇ ▇▇▇▇d May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of conditi▇▇ ▇▇ the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.the

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & ▇▇. ▇nc▇▇▇▇▇▇▇ed, ▇▇▇and Kidder Structured A▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation orporation and the no-action letter dated lette▇ ▇▇▇▇d May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of conditi▇▇ ▇▇ the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody Ac▇▇▇▇▇▇▇e Corporation I, Kidder, Peabody & ▇▇. Incorporated, and Kidder Structur▇▇ ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset et 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 "▇▇▇▇▇▇ Kidder Letters"), the ▇▇▇ filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, Peabody ▇▇▇▇▇▇▇ & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), ) and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day As soon as practicable and in no event later than 3:00 p.m. Dallas, Texas time one Business Day before the date on which the Current Report Final Prospectus relating to the Offered Certificates Bonds of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereofRule 424 under the 1933 Act, each Underwriter you shall deliver to the Company five complete copies of all materials provided by such Underwriter you to prospective investors in such Offered Certificates that regarding the Class or Classes being underwritten by you which constitute (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 ▇▇▇▇Kidd▇▇, ▇▇ab▇▇▇ ▇▇▇▇▇ Acceptance eptance Corporation I, ▇▇▇▇Kidd▇▇, Peabody ▇▇abody & Co. Incorporated, and Kidd▇▇ ▇▇▇▇▇▇ Structured uctured 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 "Kidd▇▇ ▇▇▇▇▇▇ Lettersters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and or Structural Term Terms 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 Andr▇▇▇ & ▇urt▇ ▇.▇.P., 1717 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ such other address specified by such counsel to you in Section 3 hereof writing, and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. I▇▇▇▇▇▇ra▇▇▇, ▇▇d Kidder Structured Asset C▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation tion and the no-action letter dated May date▇ ▇▇▇ 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the relief ▇▇▇ ▇▇lief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the Current Report applicable ABS Filing relating to the Offered Certificates of a Series is required to be filed by the Company Seller with the Commission pursuant to Section 5(b) hereof, each Underwriter the Representative shall deliver to the Company five Seller a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each ; prior to such delivery of Computational Materials and Structural Term Sheets by the Representative to the Company pursuant Seller of such materials, the Representative shall notify, or cause to this paragraph (a) shall be effected notified, the Seller or its counsel by delivering four copies telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Companyoccur.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidd▇▇, ▇▇ab▇▇▇ & ▇o. Incorporated, and Kidder ▇▇▇▇▇▇, tured Asset Corporation and the no-▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action n letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), ) and the filing of which material is such materi▇▇ ▇▇ a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 13 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Each Underwriter agrees to provide to the Depositor no less than two business day before days prior to the date on which the Current Report relating Prospectus is proposed to be filed pursuant to Rule 424(b) under the Act, for the purpose of permitting the Depositor to comply with the filing requirement set forth herein, all information (in such written or electronic format as required by the Depositor) with respect to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (i) Securities which constitutes "Computational Materials" within ", as defined in the meaning of the noCommission's No-action letter Action Letter, dated May 20, 1994 issued by the Division of Corporation Finance of the Commission 1994, addressed to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody ▇▇▇▇▇▇▇ & Co. Incorporated, Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter letters (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"), such delivery to be made not later than 10:30 a.m. New York on the business day immediately following the date on which such Computational Materials or Structural Terms Sheets was first delivered to a prospective investors in the Offered Securities. Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.Computational

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the Current Report applicable ABS Filing relating to the Offered Certificates Securities of a Series is required to be filed by the Company Depositor with the Commission pursuant to Section 5(b) hereof, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates Securities that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation and the no-no- action letter dated May 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each ; prior to such delivery of Computational Materials and Structural Term Sheets by the Representative to the Company pursuant Depositor of such materials, the Representative shall notify, or cause to this paragraph (a) shall be effected notified, the Depositor or its counsel by delivering four copies telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Companyoccur.

Computational Materials and Structural Term Sheets. (a) On In accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that Securities which constitute (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 ▇▇▇▇Kidd▇▇, ▇▇ab▇▇▇ ▇▇▇▇▇ Acceptance eptance Corporation I, ▇▇▇▇Kidd▇▇, Peabody ▇▇abody & Co. Incorporated, and Kidd▇▇ ▇▇▇▇▇▇ Structured uctured 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 "Kidd▇▇ ▇▇▇▇▇▇ Lettersters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section 3 hereof and one copy of such materials to the Company10.

Computational Materials and Structural Term Sheets. (a) On In accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that Securities which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & ▇▇. ▇▇▇▇▇▇▇rated, ▇▇and Kidder Structured ▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the ▇▇ ▇▇e relief granted in such letter letters (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section 3 hereof and one copy of such materials to the Company10.

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Inc▇▇▇▇▇▇ted, an▇ Kidder Structured Asset Cor▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation on and the no-action letter dated May 272▇, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), ) and the filing of which such material is a condition of the relief ▇▇▇ ▇▇lief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & ▇▇. ▇nc▇▇▇▇▇▇▇ed, ▇▇▇and Kidder Structured A▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation orporation and the no-action letter dated lette▇ ▇▇▇▇d May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇Kidder Letters") and the filing of such material is a condi▇▇▇▇ Letters"), the filing of which material is a condition of ▇f the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Co▇▇▇▇▇▇io▇ ▇, ▇▇dder, Peabody & Co. Incorpo▇▇▇▇▇, and Kidder Structured Asset Corpo▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Kidder Letters"), the filing of which ▇▇ ▇▇▇ch material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), ) and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each you and any other applicable Underwriter shall deliver to the Company five complete copies Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an ▇▇▇▇▇ filing format, a copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, Peabody ▇▇▇▇▇▇▇ & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Certificates in accordance with the ▇▇▇▇▇▇ Letters, and such Computational Materials comply with the requirements of the ▇▇▇▇▇▇ Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective investors contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by the Underwriters 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 Computational Materials shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which such Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by such Underwriter and set forth in such Computational Materials. (d) The Underwriters acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any particular prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors shall include a disclaimer in the form described in paragraph (b) (iv) above. The Underwriters agree that they will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the Certificates of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus or Prospectus Supplement as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by an Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, such Underwriter promptly will prepare and furnish to the 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. Such Underwriter will deliver an Officer's Certificate to the Company representing and warranting to the Company that, as of the date of delivery of such amendment or supplement to the Company, such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus 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, that such Underwriter will make no representation or warranty as to whether 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 (i) the Company determines that 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 (e) or (ii) the Company reasonably determines that such filing is not required under the Act and such Underwriter does not object as provided below. 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 and agrees to file such amendment or supplement if such Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company. (b) The Underwriter represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by the Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the related Offered Certificates in accordance with the ▇▇▇▇▇▇ Letters, and such Computational Materials comply with the requirements of the ▇▇▇▇▇▇ Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to such Offered Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective investors contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such materials and is not responsible for the accuracy thereof, and otherwise in form and substance satisfactory to the Company. Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement 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 shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which the Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by the Underwriter and set forth in such Computational Materials. (d) The Underwriter acknowledges and agrees that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after January 20, 1995 included and shall include a disclaimer in the form described in paragraph (b) (iv) above. The Underwriter agrees that it will not represent to prospective investors that any Computational Materials or structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the 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 Computational Materials or structural Term Sheets provided by the Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, the Underwriter promptly will prepare and furnish to the 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 Underwriter represents and warrants to the Company, as of the date of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus 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 Underwriter makes no representation or warranty as to whether 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 (i) the Company determines that 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 (e) or (ii) the Company reasonably determines that such filing is not required under the Act and the Underwriter does not object as provided below. The Company shall give notice to the Underwriter of its determination not to file an amendment or supplement pursuant to clause (ii) of the preceding sentence and agrees to file such amendment or supplement if the Underwriter reasonably objects to such determination within one business day after receipt of such notice.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates Notes of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that Notes which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incor▇▇▇▇▇▇d, ▇▇▇ ▇▇dder Structured Asset Corpo▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27Ma▇ ▇▇, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the relief ▇▇▇▇▇▇ granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the Current Report applicable ABS Filing relating to the Offered Certificates Securities of a Series is required to be filed by the Company Seller with the Commission pursuant to Section 5(b) hereof, each Underwriter the Representative shall deliver to the Company five Seller a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates Securities that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each ; prior to such delivery of Computational Materials and Structural Term Sheets by the Representative to the Company pursuant Seller of such materials, the Representative shall notify, or cause to this paragraph (a) shall be effected notified, the Seller or its counsel by delivering four copies telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Companyoccur.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, Peabody ▇▇▇▇▇▇▇ & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 ▇▇▇▇Kidd▇▇, ▇▇ab▇▇▇ ▇▇▇▇▇ Acceptance eptance Corporation I, ▇▇▇▇Kidd▇▇, Peabody ▇▇abody & Co. Incorporated, and Kidd▇▇ ▇▇▇▇▇▇ Structured uctured 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 "Kidd▇▇ ▇▇▇▇▇▇ Lettersters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each you and any other applicable Underwriter shall deliver to the Company five complete copies Company, and unless otherwise agreed to by the Company, in a form reasonably convertible to an EDGA▇ ▇▇▇ing format, a copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇Kidd▇▇, ▇▇▇▇▇▇▇ abody Acceptance Corporation I, Kidd▇▇, ▇▇ab▇▇▇ & ▇o. Incorporated, and Kidd▇▇ ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured uctured 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 "Kidd▇▇ ▇▇▇▇▇▇ Lettersters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company by you and any other applicable Underwriter pursuant to this paragraph (a) shall be effected by delivering four copies a copy of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof by the Company and one copy of such materials to the Company. (b) You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offering of the Certificates in accordance with the Kidd▇▇ ▇▇▇ters, and such Computational Materials comply with the requirements of the Kidd▇▇ ▇▇▇ters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Offering of the Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) or Structural Term Sheets furnished to prospective investors contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Company has not prepared, reviewed or participated in the preparation of such materials and is not responsible for the accuracy thereof. Notwithstanding the foregoing, you and each such Underwriter make no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Pool Error (except any Corrected

Computational Materials and Structural Term Sheets. (a) On the business day As -------------------------------------------------- soon as practicable and in no event later than 3:00 p.m. Dallas, Texas time two Business Days before the date on which the Current Report Final Prospectus relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereofRule 424 under the 1933 Act, each Underwriter you shall deliver to the Company five complete copies of all materials provided by such Underwriter you to prospective investors in such Offered Certificates that regarding the Class or Classes being underwritten by you which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and or Structural 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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or such other address specified by such counsel to you in Section 3 hereof writing, and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the Current Report applicable ABS Filing relating to the Offered Certificates of a Series is required to be filed by the Company Transferor with the Commission pursuant to Section 5(b) hereof, each Underwriter the Representative shall deliver to the Company five Transferor and its counsel a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each ; prior to such delivery of Computational Materials and Structural Term Sheets by the Representative to the Company pursuant Transferor and its counsel of such materials, the Representative shall notify, or cause to this paragraph (a) shall be effected notified, the Transferor or its counsel by delivering four copies telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Companyoccur.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Inc▇▇▇▇▇▇ted, ▇▇▇ Kidder Structured Asset Cor▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation on and the no-action letter dated May 27Ma▇ ▇▇, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the relief ▇▇▇▇▇▇ granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. ▇▇▇▇▇por▇▇▇▇, ▇nd Kidder Structured Asset ▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation ration and the no-action letter dated May dat▇▇ ▇▇▇ 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of 19 which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not -------------------------------------------------- later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company Depositor with the Commission pursuant to Section 5(b) hereof, each Underwriter the Underwriters shall deliver to the Company Depositor five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody ▇▇▇▇▇▇▇ & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company Depositor on behalf of the Company Depositor at the address specified in Section 3 hereof and one copy of such materials to the CompanyDepositor.

Computational Materials and Structural Term Sheets. (a) On In -------------------------------------------------- accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that Securities which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incor▇▇▇▇▇▇d, ▇▇▇ ▇▇dder Structured Asset Corpo▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27Ma▇ ▇▇, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the relief ▇▇▇▇▇▇ granted in such letter letters (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section 3 hereof and one copy of such materials to the Company10.

Computational Materials and Structural Term Sheets. (a) On Not later -------------------------------------------------- than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-no- action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ ------ Letters"), ) and the filing of which such material is a condition of the relief granted ------- in such letter (such materials being the "Computational Materials"), and (ii) ----------------------- "Structural 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 the ---------- filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of ---------------------- Computational Materials and Structural 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 3 13 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On In accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that Securities which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section 3 hereof and one copy of such materials to the Company10.

Computational Materials and Structural Term Sheets. (a) On Not later than 5 p.m., New York time, on the business day before the date on which the Current Report applicable ABS Filing relating to the Offered Certificates Securities of a Series is required to be filed by the Company Depositor with the Commission pursuant to Section 5(b) hereof, each Underwriter the Representative shall deliver to the Company five Depositor a complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates Securities that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter letters (such materials being the "Computational Materials"), ) and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each ; prior to such delivery of Computational Materials and Structural Term Sheets by the Representative to the Company pursuant Depositor of such materials, the Representative shall notify, or cause to this paragraph (a) shall be effected notified, the Depositor or its counsel by delivering four copies telephone of its intention to deliver such materials and the approximate date on which such delivery of such materials is expected to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Companyoccur.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter the Underwriters shall deliver to the Company five complete copies of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody ▇▇▇▇▇ta▇, ▇▇ ▇▇▇poration I, Kidder, Peabody & ▇▇. Incorporated, and Kidder Structur▇▇ ▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset et 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 "▇▇▇Kidder Letters") ▇▇▇ Letters"), the filing of which such material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.the

Computational Materials and Structural Term Sheets. (a) On In --------------------------------------------------- accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that Securities which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter letters (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section 3 hereof and one copy of such materials to the Company10.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five one complete copies copy of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & ▇▇. ▇ncorporated, and Kidder Structured A▇▇▇▇ ▇or▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation n and the no-action letter dated lette▇ ▇▇▇▇d May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of conditi▇▇ ▇▇ the relief granted in such letter (such materials being the "Computational Materials"), ) and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ; each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On In -------------------------------------------------- accordance with Section 10, the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter Underwriters shall deliver to the Company five one complete copies copy of all materials provided by such Underwriter the Underwriters to prospective investors in such Offered Certificates that Securities which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Inc▇▇▇▇▇▇te▇, ▇▇▇ Kidder Structured Asset Cor▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation on 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 "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the relief th▇ ▇▇▇▇ef granted in such letter letters (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 accordance with Section 3 hereof and one copy of such materials to the Company10.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. I▇▇▇▇▇▇ra▇▇▇, ▇▇d Kidder Structured Asset C▇▇▇▇▇▇ti▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May date▇ ▇▇▇ 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the relief ▇▇▇ ▇▇lief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 2:00 p.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company Depositor with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company Depositor or its counsel five complete copies of of, or shall transmit electronically to the Depositor or its counsel, all materials provided by such the Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorp▇▇▇▇▇▇, ▇▇▇ ▇▇▇der Structured Asset Corpor▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action letter dated May 27▇▇, 1994 ▇994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the relief r▇▇▇▇▇ granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company Depositor pursuant to this paragraph (a) shall be effected by delivering four five copies of such materials materials, or by transmitting electronically such materials, to counsel for the Company Depositor on behalf of the Company Depositor at the address specified in Section 3 hereof by such counsel and one copy of such materials to the CompanyDepositor.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 1994, issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇por▇▇▇▇, Peabody & Co. Incorporated, and Kidder Structured Asset ▇▇▇▇▇▇ Structured Asset Corporation oration and the no-action letter dated May dat▇▇ ▇▇▇ 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the ▇▇ ▇▇e relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 1995, issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Inc▇▇▇▇▇▇ted, an▇ Kidder Structured Asset Cor▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation on and the no-action letter dated May 272▇, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the relief th▇ ▇▇▇▇ef granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each the Underwriter shall deliver to the Company five complete copies of all materials provided by such the Underwriter to prospective investors in such Offered Certificates that which constitute (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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ 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 "▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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 the filing of which such material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company. (b) The Underwriter represents and warrants to and agrees with the Company, as of the date of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by the Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the related Offered Certificates in accordance with the ▇▇▇▇▇▇ Letters, and such Computational Materials comply with the requirements of the ▇▇▇▇▇▇ Letters; (ii) the Structural Term Sheets furnished to the Company pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by the Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Offered Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to such Offered Certificates (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) the Underwriter has not represented to any prospective investor that any Computational Materials or Structural Term Sheets with respect to any Series were prepared or disseminated on behalf of the Company, and all Computational Materials and Structural Term Sheets furnished to prospective investors (and all written and electronic materials furnished to prospective investors on which the Computational Materials are based) included a disclaimer to the effect set forth in Section 8(d); and (v) at the time any Computational Materials (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) with respect to such Offered Certificates were furnished to a prospective investor and on the date of the related Terms Agreement, the Underwriter possessed, and on the date of delivery of such materials to the Company pursuant to this Section 8 and on the related Closing Date, the Underwriter will possess, the capability, knowledge, expertise, resources and systems of internal control necessary to ensure that such Computational Materials conform to the representations and warranties of the Underwriter contained in subparagraphs (i) and (iii) above of this paragraph (b). Notwithstanding the foregoing, the Underwriter makes no representation or warranty as to whether any Computational Materials or Structural Term Sheets (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement 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 shall cause a firm of public accountants to furnish to the Company a letter, dated as of the date on which the Underwriter delivers any Computational Materials (which term shall be deemed to include, for purposes of this paragraph (c), calculated statistical information delivered to prospective investors in the form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in form and substance satisfactory to the Company, stating in effect that they have verified the mathematical accuracy of any calculations performed by the Underwriter and set forth in such Computational Materials. (d) The Underwriter acknowledges and agrees that the Company has not authorized and will not authorize the distribution of any Computational Materials (or any written or electronic materials on which the Computational Materials are based) or Structural Term Sheets to any prospective investor, and agrees that any Computational Materials or Structural Term Sheets with respect to any Series of Certificates furnished to prospective investors from and after October 11, 1995 included and shall include a disclaimer in form satisfactory to the Company to the effect that such materials have been prepared and disseminated solely by and on behalf of the Underwriter, and that the Company has not reviewed or participated in the preparation or dissemination of such materials and is not responsible for the contents or accuracy thereof. The Underwriter agrees that it will not represent to prospective investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Company. (e) If, at any time when a prospectus relating to the 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 Computational Materials or Structural Term Sheets provided by the Underwriter pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the related Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report relating to any Computational Materials or Structural Term Sheets to comply with the Act or the rules thereunder, the Underwriter promptly will prepare and furnish to the 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 Underwriter represents and warrants to the Company, as of the date of delivery of such amendment or supplement to the Company, that such amendment or supplement will not include any untrue statement of a material fact or, when read in conjunction with the related Prospectus 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 Underwriter makes no representation or warranty as to whether 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 (e) or (ii) such filing is not required under the Act.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, ; each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody Accept▇▇▇▇ Cor▇▇▇▇▇▇▇n I, Kidder, Peabody & Co. ▇▇▇▇▇▇orated, and Kidder Structured Asse▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation oration 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 "Kidder Letters"), the ▇▇▇▇▇▇ Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.

Computational Materials and Structural Term Sheets. (a) On the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to prospective investors in such Offered Certificates that constitute (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 Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. ▇▇▇▇▇▇ora▇▇▇, ▇nd Kidder Structured Asset ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated, and ▇▇ora▇▇▇▇ Structured Asset Corporation and ▇▇d the no-action letter dated May dat▇▇ ▇▇▇ 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "▇▇▇▇▇▇ Kidder Letters"), the filing of which material is a condition of the ▇▇ ▇▇▇ relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural 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"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural 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 3 hereof and one copy of such materials to the Company.