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

Computational Materials and Structural Term Sheets. (a) Each Underwriter agrees to provide to the Company no less than two business days prior to the date on which the Prospectus is proposed to be filed pursuant to Rule 424(b) under the Act, for the purpose of permitting the Company to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company) with respect to the Notes which constitutes "Computational Materials", as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & 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 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 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 Term Sheets was first delivered to a prospective investors in the Notes. Each delivery of Computational Materials and Structural Term Sheets to the Company pursuant to this paragraph (a) shall be effected in accordance with Section 10. (b) Each Underwriter represents and warrants to and agrees with the Company, as of the date hereof and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter 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 Notes 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 by such Underwriter 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 Notes in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the 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 Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, each 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 Receivable Pool Error.

Computational Materials and Structural Term Sheets. (a) Each Underwriter agrees to provide to Not later than 2:00 p.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, you and any other applicable Underwriter shall deliver to the ActCompany, for the purpose of permitting the Company and unless otherwise agreed to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company, in a form reasonably convertible to an ▇▇▇▇▇ filing format, a copy of all materials provided by the Underwriters to prospective investors in such Certificates which constitute (i) with respect to the Notes which constitutes "Computational Materials", as defined in within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & 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"), ) and the filing of which such material is a condition of the relief granted in such letters 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 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter 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 Notes 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 by such Underwriter 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 Notes Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes 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 by such Underwriter 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 makes 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 Receivable ▇▇▇ Pool Error (except any Corrected ▇▇▇ Pool Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected ▇▇▇ Pool Error or materials superseding or correcting such Corrected ▇▇▇ 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 ▇▇▇ Pool Error (except any Corrected ▇▇▇ 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 ▇▇▇ Pool Error or materials superseding or correcting such Corrected ▇▇▇ 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) Each Underwriter agrees to provide to the Company Depositor no less than two one business days day prior to the date on which the Prospectus is proposed to be filed pursuant to Rule 424(b) under the Act, for the purpose of permitting the Company Depositor to comply with the filing requirement set forth in Section 5(a7(i), all information (in such written or electronic format as required by the CompanyDepositor) with respect to the Notes Offered Securities which constitutes "Computational Materials", as defined in the Commission's No-No- Action Letter, dated May 20, 1994, addressed 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 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 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 Term Sheets was first delivered to a prospective investors in the NotesOffered Securities. Each delivery of Computational Materials and Structural Term Terms Sheets to the Company Depositor pursuant to this paragraph (a) shall be effected in accordance with Section 10. (b) Each Underwriter represents and warrants to and agrees with the CompanyDepositor, as of the date hereof and as of the Closing Date, that: (i) i. the Computational Materials furnished to the Company Depositor by such Underwriter 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 Depositor that are required to be filed with the Commission with respect to the Notes Offered Securities in accordance with the ▇▇▇▇▇▇ Letters, and such Computational Materials comply with the requirements of the ▇▇▇▇▇▇ Letters;; and (ii) . the Structural Term Sheets furnished to the Company Depositor by such Underwriter 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 Depositor that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Notes Offered Securities in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the 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 Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, each 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 Receivable Pool Error.

Computational Materials and Structural Term Sheets. (a) Each Underwriter agrees to provide to Not later than 2:00 p.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, you and any other applicable Underwriter shall deliver to the ActCompany, for the purpose of permitting the Company and unless otherwise agreed to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company, in a form reasonably convertible to an ▇▇▇▇▇ filing format, a copy of all materials provided by the Underwriters to prospective investors in such Certificates which constitute (i) with respect to the Notes which constitutes "Computational Materials", as defined in ," within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, Corporation and the no-action letter Letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public public Securities Association (together, the "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letters 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 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter 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 Notes 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 by such Underwriter 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 Notes Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes 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 by such Underwriter 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 makes 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 Receivable 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 inventor, 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 commission 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 co 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 Officers 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 nor 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) Each Underwriter agrees to provide to On the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Offered Notes of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under the Acthereof, for the purpose of permitting each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to comply with the filing requirement set forth in Section 5(a), all information (prospective investors in such written or electronic format as required by the CompanyOffered Notes that constitute (i) with respect to the Notes which constitutes "“Computational Materials", as defined in ” within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, 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 letters 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") and ”), the filing of such which 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 103 hereof and one copy of such materials to the Company. (b) Each Underwriter represents and warrants to and agrees with the CompanyIf, as of the date hereof and as of the Closing Date, that: (i) the Computational Materials furnished at any time when a prospectus relating to the Company by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all Offered Notes of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are a Series is required to be filed with delivered under the Commission with respect Act, it shall be necessary to the Notes 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 by such Underwriter 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 amend or supplement the related Notes Prospectus as a result of an untrue statement of a material fact contained in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes (or provided by any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to this Section 8(a) and on 8 or the Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of omission to state therein a material fact orrequired, when read considered 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 therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as if it shall be necessary to whether 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 shall 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 or supplement which will effect such compliance. (or any written or electronic materials c) Each Underwriter shall cause Deloitte & Touche LLP to furnish to the Company a letter, dated as of the date on which the you deliver any Computational Materials are based) included or will include Structural Term Sheets 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 untrue statement resulting directly from any Receivable Pool Errorcalculations performed by such Underwriter and set forth in such Computational Materials or Structural Term Sheets, as applicable.

Computational Materials and Structural Term Sheets. (a) Each Underwriter agrees to provide to Not later than 10:30 a.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, you and any other applicable Underwriter shall deliver to the ActCompany, for the purpose of permitting the Company and unless otherwise agreed to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company, in a form reasonably convertible to an ▇▇▇▇▇ filing format, a copy of all materials provided by the Underwriters to prospective investors in such Certificates which constitute (i) with respect to the Notes which constitutes "Computational Materials", as defined in ," within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, 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"), ) and the filing of which such material is a condition of the relief granted in such letters 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") and the filing of 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter 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 Notes 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 by such Underwriter 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 Notes Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes 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 by such Underwriter 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 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 Receivable 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 inventor, and agree 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 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 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) Each Underwriter agrees to provide to Not later than 2:00 p.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, you and any other applicable Underwriter shall deliver to the ActCompany, for the purpose of permitting the Company and unless otherwise agreed to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company) with respect , in a form reasonably convertible to an EDGAR filing format, a copy of all materials provided by the Notes which constitutes "Computational Materials", as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Und▇▇▇▇▇▇ters to prospective investors in such Certificates which constitute (i) "Computational Materials, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, and 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. ▇▇▇▇▇▇orated, and Kidder Structured Asset ▇▇▇▇▇▇at▇▇▇ ▇▇▇ the no-action letter dat▇▇ ▇▇▇ 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 such material is a condition of the ▇▇ ▇▇▇ relief granted in such letters 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 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter 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 Notes Offering of the Certificates in accordance with the ▇▇▇▇▇▇ Kidder Letters, and such Computational Materials comply with the wit▇ ▇▇▇ requirements of the ▇▇▇▇▇▇ Kidder Letters; (ii) the Structural Term Sheets furnished f▇▇▇▇▇▇ed to the Company by such Underwriter 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 Notes Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes 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 by such Underwriter 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 famished 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 makes 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 Receivable 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 Tern 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 riles thereunder, such Underwriter promptly will prepare and fur▇▇▇▇ 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) Each Underwriter agrees to provide to Not later than 10:30 a.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Offered Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, the Act, for the purpose of permitting Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriter to comply with the filing requirement set forth in Section 5(a), all information (prospective investors in such written or electronic format as required by the CompanyOffered Certificates which constitute (i) with respect to the Notes which constitutes "Computational Materials", as defined in " within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed 1994 issued by the Division of Corporation Finance of the Commission 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 letters 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 such which 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 103 hereof and one copy of such materials to the Company. (b) Each The Underwriter represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such 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 Notes 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 by such Underwriter pursuant to Section 8(a) constitute all of the materials furnished to prospective investors by such 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 Notes Offered Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes 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 by such Underwriter 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, except as otherwise disclosed by the Underwriter to the Company in writing prior to the date hereof, 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, each 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 Receivable 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 the date hereof 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. 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) Each Underwriter agrees to provide to Not later than 10:30 a.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, you and any other applicable Underwriter shall deliver to the ActCompany, for the purpose of permitting the Company and unless otherwise agreed to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company, in a form reasonably convertible to an ▇▇▇▇▇ filing format, a copy of all materials provided by the Underwriters to prospective investors in such Certificates which constitute (i) with respect to the Notes which constitutes "Computational Materials", as defined in ," within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, Corporation and the no-action letter Letter dated May 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public public Securities Association (together, the "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letters 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") and the filing of 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished finished 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 Notes 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 by such Underwriter 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 Notes Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes 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 by such Underwriter 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 makes 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 information regarding the characteristics of the Loans (except any Receivable information correcting such untrue information, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such corrected information or materials superseding or correcting such information). (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 Loan Pool Error (except any Corrected Loan 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 Loan Pool Error or materials superseding or correcting such Corrected Loan 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) Each Underwriter agrees to provide to Not later than 10:30 a.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, you and any other applicable Underwriter shall deliver to the ActCompany, for the purpose of permitting the Company and unless otherwise agreed to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company, in a form reasonably convertible to an ▇▇▇▇▇ filing format, a copy of all materials provided by the Underwriters to prospective investors in such Certificates which constitute (i) with respect to the Notes which constitutes "Computational Materials", as defined in ," within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, Corporation and the no-action letter Letter dated May 27, 1994 1994, issued by the Division of Corporation Finance of the Commission to the Public public Securities Association (together, the "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letters 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") and the filing of 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter 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 Notes 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 by such Underwriter 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 Notes Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes 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 by such Underwriter 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 makes 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 Receivable 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 inventor, 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 Officers 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) Each Underwriter agrees to provide to Not later than 2:00 p.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Notes of a Series is proposed required to be filed by the Depositor with the Commission pursuant to Rule 424(bSection 5(b) under hereof, the Act, for Underwriters shall deliver to the purpose Depositor five complete copies of permitting all materials provided by the Company Underwriters to comply with the filing requirement set forth in Section 5(a), all information (prospective investors in such written or electronic format as required by the Company) with respect to the Notes which constitutes constitute (i) "Computational Materials", as defined in " within the Commission's No-Action Letter, meaning of the no action letter dated May 20, 1994, addressed 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I1, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, 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"), the filing of which material is a condition of the relief granted in such letters 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 such which 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 Term Sheets was first delivered to a prospective investors in the Notes. Each delivery of Computational Materials and Structural Term Sheets to the Company Depositor pursuant to this paragraph (a) shall be effected in accordance with Section 10by delivering four copies of such materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. (b) Each Underwriter represents and warrants to and agrees with the CompanyDepositor, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company Depositor by such Underwriter 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 Depositor that are required to be filed with the Commission with respect to the related Notes 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 Depositor by such Underwriter 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 Depositor that are required to be filed with the Commission as "Structural Term Sheets" with respect to the related Notes Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the such Notes (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company Depositor 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 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) delivered to prospective investors by such Underwriter and all Structural Term Sheets delivered to prospective investors by such Underwriter contained and will contain a legend, prominently displayed on the first page thereof, to the effect that the Depositor has not prepared, reviewed or participated in the preparation of such materials and is not responsible for the accuracy thereof, or otherwise in form and substance satisfactory to the Depositor. Notwithstanding the foregoing, each 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 Receivable Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to materials prepared after the receipt by such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). (c) The Underwriters shall cause a firm of public accountants to furnish to the Depositor a letter dated as of the date on which the Underwriters deliver 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 Depositor pursuant to Section 8(a), in form and substance satisfactory to the Depositor, stating in effect that they have verified the mathematical accuracy of any calculations performed by each Underwriter and net forth in such Computational Materials. (d) Each Underwriter agrees that it will not represent to investors that any Computational Materials or Structural Term Sheets were prepared or disseminated on behalf of the Depositor. (e) If, at any time when a Prospectus relating to the Notes of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials or Structural Term Sheets provided by any 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 Depositor for filing with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Each Underwriter represents and warrants to the Depositor, as of the date of delivery by it of such amendment or supplement to the Depositor, 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, that each such 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 such Underwriter from the Depositor of notice of such Corrected Mortgage Pool Error or materials superseding or correcting such Corrected Mortgage Pool Error). The Depositor shall have no obligation to file such amendment or supplement if the Depositor determines that (i) such amendment or supplement contains any untrue statement of a material fact or, when read in conjunction with the related Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Depositor shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by any Underwriter to the Depositor pursuant to this paragraph (e) or (ii) such filing is not required under the Act.

Computational Materials and Structural Term Sheets. (a) Each Underwriter agrees to provide to On the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Offered Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under the Acthereof, for the purpose of permitting each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to comply with the filing requirement set forth in Section 5(a), all information (prospective investors in such written or electronic format as required by the CompanyOffered Certificates that constitute (i) with respect to the Notes which constitutes "“Computational Materials", as defined in ” within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, 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 letters 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") and ”), the filing of such which 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 103 hereof and one copy of such materials to the Company. (b) Each Underwriter represents and warrants to and agrees with the CompanyIf, as of the date hereof and as of the Closing Date, that: (i) the Computational Materials furnished at any time when a prospectus relating to the Company by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all Offered Certificates of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are a Series is required to be filed with delivered under the Commission with respect Act, it shall be necessary to the Notes 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 by such Underwriter 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 amend or supplement the related Notes Prospectus as a result of an untrue statement of a material fact contained in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes (or provided by any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to this Section 8(a) and on 8 or the Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of omission to state therein a material fact orrequired, when read considered 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 therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as if it shall be necessary to whether 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 shall 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 or supplement which will effect such compliance. (or any written or electronic materials c) Each Underwriter shall cause Deloitte & Touche LLP to furnish to the Company a letter, dated as of the date on which the you deliver any Computational Materials are based) included or will include Structural Term Sheets 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 untrue statement resulting directly from any Receivable Pool Errorcalculations performed by such Underwriter and set forth in such Computational Materials or Structural Term Sheets, as applicable.

Computational Materials and Structural Term Sheets. (a) Each Underwriter agrees to provide to Not later than 2:00 p.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Securities of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, you and any other applicable Underwriter shall deliver to the ActCompany, for the purpose of permitting the Company and unless otherwise agreed to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company, in a form reasonably convertible to an ▇▇▇▇▇ filing format, a copy of all materials provided by the Underwriters to prospective investors in such Securities which constitute (i) with respect to the Notes which constitutes "Computational Materials", as defined in within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & 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"), ) and the filing of which such material is a condition of the relief granted in such letters 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 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter 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 Notes Offering of the Securities 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 by such Underwriter 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 Notes Offering of the Securities in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes Offering of the Securities (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter 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 makes 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 Receivable 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 Securities 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 Securities 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) Each Underwriter agrees to provide to On the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Offered Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under the Acthereof, for the purpose of permitting each Underwriter shall deliver to the Company five complete copies of all materials provided by such Underwriter to comply with the filing requirement set forth in Section 5(a), all information (prospective investors in such written or electronic format as required by the CompanyOffered Certificates that constitute (i) with respect to the Notes which constitutes "“Computational Materials", as defined in ” within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed 1994 issued by the Division of Corporation Finance of the Commission 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 letters 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 such which 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 103 hereof and one copy of such materials to the Company. (b) Each Underwriter represents and warrants to and agrees with the CompanyIf, as of the date hereof and as of the Closing Date, that: (i) the Computational Materials furnished at any time when a prospectus relating to the Company by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all Offered Certificates of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are a Series is required to be filed with delivered under the Commission with respect Act, it shall be necessary to the Notes 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 by such Underwriter 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 amend or supplement the related Notes Prospectus as a result of an untrue statement of a material fact contained in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes (or provided by any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company pursuant to this Section 8(a) and on 8 or the Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of omission to state therein a material fact orrequired, when read considered 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 therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as if it shall be necessary to whether 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 shall 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 or supplement which will effect such compliance. (or any written or electronic materials c) Each Underwriter shall cause Deloitte & Touche LLP to furnish to the Company a letter, dated as of the date on which the you deliver any Computational Materials are basedor Structural Term Sheets to the Company pursuant to Section 8(a) included hereof, 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 or will include any untrue statement resulting directly from any Receivable Pool ErrorStructural Term Sheets, as applicable.

Computational Materials and Structural Term Sheets. (a) Each Underwriter agrees to provide to Not later than 2:00 p.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus Current Report relating to the Certificates of a Series is proposed required to be filed by the Company with the Commission pursuant to Rule 424(bSection 5(b) under hereof, you and any other applicable Underwriter shall deliver to the ActCompany, for the purpose of permitting the Company and unless otherwise agreed to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Company, in a form reasonably convertible to an ▇▇▇▇▇ filing format, a copy of all materials provided by the Underwriters to prospective investors in such Certificates which constitute (i) with respect to the Notes which constitutes "Computational Materials", as defined in ," within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, Corporation and the no-action letter Letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public public Securities Association (together, the "▇▇▇▇▇▇ Letters"), ) and the filing of which such material is a condition of the relief granted in such letters 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 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 Term Sheets was first delivered to a prospective investors in the Notes. 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 in accordance with Section 10by delivering a copy of such materials to counsel for the Company on behalf of the Company at the address specified by the Company and one copy of such materials to the Company. (b) Each Underwriter You and each other Underwriter, by virtue of its having executed and delivered the related Terms Agreement, which shall incorporate this Section 8(b) by reference, represents and warrants to and agrees with the Company, as of the date hereof of the related Terms Agreement and as of the Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter 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 Notes 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 by such Underwriter 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 Notes Offering of the Certificates in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and; (iii) on the date any such Computational Materials or Structural Term Sheets with respect to the Notes 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 by such Underwriter 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 makes 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 Receivable 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 inventor, 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

Computational Materials and Structural Term Sheets. (a) Each Underwriter agrees to provide to Not later than 5 p.m., New York time, on the Company no less than two business days prior to day before the date on which the Prospectus applicable ABS Filing relating to the Securities of a Series is proposed required to be filed by the Depositor with the Commission pursuant to Rule 424(bSection 5(b) under hereof, the Act, for Representative shall deliver to the purpose Depositor a complete copy of permitting all materials provided by the Company Underwriters to comply with the filing requirement set forth in Section 5(a), all information (prospective investors in such written or electronic format as required by the CompanySecurities that constitute (i) with respect to the Notes which constitutes "“Computational Materials", as defined in ” within the Commission's Nomeaning of the no-Action Letter, action letter dated May 20, 1994, addressed issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, 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 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") and ”), the filing of such which material is a condition of the relief granted in such letter (such materials being the "“Structural Term Sheets"”), ; prior to such delivery by the Representative to the Depositor of such materials, the Representative shall notify, or cause to be made not later than 10:30 a.m. New York on notified, the business day immediately following Depositor or its counsel by telephone of its intention to deliver such materials and the approximate date on which such Computational Materials or Structural Term Sheets was first delivered to a prospective investors in the Notes. Each delivery of Computational Materials and Structural Term Sheets such materials is expected to the Company pursuant to this paragraph (a) shall be effected in accordance with Section 10occur. (b) Each Underwriter represents and warrants to and agrees with the CompanyDepositor, as of the date hereof of the related Terms Agreement and as of the related Closing Date, that: (i) the Computational Materials furnished to the Company by such Underwriter Depositor pursuant to Section 8(a10(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 Depositor that are required to be filed with the Commission with respect to the Notes related Securities in accordance with the ▇▇▇▇▇▇ Letters, and such Computational Materials comply with the requirements of the ▇▇▇▇▇▇ Letters;; and (ii) the Structural Term Sheets furnished to the Company by such Underwriter Depositor pursuant to Section 8(a10(a) constitute all of the materials furnished to prospective investors by such the Underwriter prior to the time of delivery thereof to the Company Depositor that are required to be filed with the Commission as "“Structural Term Sheets" ” with respect to the related Notes Securities in accordance with the PSA Letter, and such Structural Term Sheets comply with the requirements of the PSA Letter; and. (iiic) on If, at any time when a prospectus relating to the date Securities of a Series is required to be delivered under the Act, it shall be necessary to amend or supplement the related Prospectus and Prospectus Supplement as a result of an untrue statement of a material fact contained in any such Computational Materials or Structural Term Sheets with respect to provided by the Notes (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Company Underwriters pursuant to this Section 8(a) and on 10 or the Closing Date, such Computational Materials (or such other materials) or Structural Term Sheets did not and will not include any untrue statement of omission to state therein a material fact orrequired, when read considered 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 therein, when read in conjunction with the related Prospectus and Prospectus Supplement, not misleading. Notwithstanding the foregoing, each Underwriter makes no representation or warranty as if it shall be necessary to whether amend or supplement any ABS Filing relating to any Computational Materials or Structural Term Sheets (to comply with the Act or any written the Rules and Regulations, the Representative promptly will prepare and furnish to the Depositor for filing with the Commission an amendment or electronic materials on supplement that will correct such statement or omission or an amendment which the Computational Materials are based) included or will include any untrue statement resulting directly from any Receivable Pool Erroreffect such compliance.