Common use of Computational Materials Clause in Contracts

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It Not later than 10:30 a.m. New York time, on the business day before the date on which the Current Report relating to the Offered Certificates is understood that required to be filed by the Underwriters may prepare and provide Depositor with the Commission pursuant to Section 5(m) hereof, each Underwriter shall deliver to the Depositor five complete copies of all materials, if any, provided by such Underwriter to prospective investors certain in such Offered Certificates which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies delivery of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Depositor pursuant to subsection this paragraph (a)(iiia) above, such Underwriter shall be deemed effected by delivering four copies of such materials to have represented, as counsel for the Depositor on behalf of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering Depositor and one copy of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter such materials to the Sponsor of all Depositor. The Computational Materials required so delivered shall be accompanied by a letter from KPMG Peat Marwick LLP, addressed to be delivered the Depositor and the Representative, in accordance form and substance reasonably satisfactory to the Depositor and the Representative, to the effect that KPMG Peat Marwick LLP have performed certain agreed upon procedures with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or respect to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinas a result of which they have determined that such Computational Materials are mathematically correct. (b) The Sponsor shall file Each Underwriter that so delivers Computational Materials represents and warrants to and agrees with the Depositor, as of date hereof and as of the Closing Date, that: (i) on the date any such Computational Materials with respect to the Offered Certificates were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Depositor pursuant to Section 7(a), any Underwriter Derived Information (defined below), assuming the accuracy of the related Depositor Provided Information, included therein did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Prospectus and a prospectus supplement relating to the Offered Certificates, did not and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the Computational Materials (if any) provided to it by contain customary legends and are in substantially the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant same form as previously furnished to the ▇▇▇▇▇▇/PSA LettersDepositor.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇/PSA ▇ Letters"). ) and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have within the meanings given such terms in meaning of the ▇▇▇▇▇▇/PSA Lettersno-action letter dated February 17, but shall include only those Computational Materials that have been prepared or delivered to prospective investors 1995 and issued by or at the direction Division of an Underwriter. (iii) Each Underwriter shall provide Corporation Finance of the Sponsor with representative forms of all Computational Materials prior to their first use, Commission to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection Public Securities Association (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance together with the ▇▇▇▇▇▇/PSA ▇ Letters. , the "No-Action Letters"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (vsuch materials, the "Computational Materials" and the "ABS Term Sheets," respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) In shall be effected by delivering four copies of such materials to counsel for the event Depositor on behalf of the Depositor and one copy of such materials to the Depositor. No Underwriter shall provide to any delay investor or prospective investor in the delivery by an Underwriter to the Sponsor of all Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be delivered provided to the Depositor pursuant to this subsection (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (a)(iiia)) abovefor filing pursuant to Section 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the Sponsor shall have the right to delay the release delivery of the a Prospectus to investors such investor or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinprospective investor. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: related Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇/PSA ▇ Letters"). ) and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have within the meanings given such terms in meaning of the ▇▇▇▇▇▇/PSA Lettersno-action letter dated February 17, but shall include only those Computational Materials that have been prepared or delivered to prospective investors 1995 and issued by or at the direction Division of an Underwriter. (iii) Each Underwriter shall provide Corporation Finance of the Sponsor with representative forms of all Computational Materials prior to their first use, Commission to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection Public Securities Association (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance together with the ▇▇▇▇▇▇/PSA ▇ Letters. , the "No-Action Letters"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (v) In such materials, the event of "Computational Materials" and the "ABS Term Sheets", respectively); provided, however, that any delay in the delivery by an Underwriter ABS Term Sheets are subject to the Sponsor review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials required as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered in accordance to the Depositor simultaneously with subsection (a)(iiidelivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) above, shall be effected by delivering four copies of such materials to counsel for the Sponsor shall have the right to delay the release Depositor on behalf of the Prospectus to investors or to Depositor and one copy of such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant materials to the ▇▇▇▇▇▇/PSA LettersDepositor.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇/PSA ▇ Letters"). ) and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have within the meanings given such terms in meaning of the ▇▇▇▇▇▇/PSA Lettersno-action letter dated February 17, but shall include only those Computational Materials that have been prepared or delivered to prospective investors 1995 and issued by or at the direction Division of an Underwriter. (iii) Each Underwriter shall provide Corporation Finance of the Sponsor with representative forms of all Computational Materials prior to their first use, Commission to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection Public Securities Association (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance together with the ▇▇▇▇▇▇/PSA ▇ Letters. , the "No-Action Letters"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (vsuch materials, the "Computational Materials" and the "ABS Term Sheets," respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) In shall be effected by delivering four copies of such materials to counsel for the event Depositor on behalf of the Depositor and one copy of such materials to the Depositor. Neither Underwriter shall provide to any delay investor or prospective investor in the delivery by an Underwriter to the Sponsor of all Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be delivered provided to the Depositor pursuant to this subsection (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (a)(iiia)) abovefor filing pursuant to Section 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the Sponsor shall have the right to delay the release delivery of the a Prospectus to investors such investor or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinprospective investor. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabod▇ & ▇▇. ▇▇▇▇▇▇, ▇▇rated and Kidder Structured ▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇and the no-action le▇▇▇▇ & Co. Incorporated ▇ated May 27, 1994 and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "Kidder Letters") and (ii) "ABS Term Sheets" within the m▇▇▇▇▇▇/PSA ▇ of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together with the Kidder Letters, the "No-Action Letters"). , and the Underw▇▇▇▇▇▇ acknowledge that the filing of such materials is a condition of relief granted in such letter (ii) As used hereinsuch materials, the "Computational Materials" and the term "ABS Term Sheets," shall have respectively); provided, however, that any ABS Term Sheets are subject to the meanings given review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those ABS Term Sheets and Computational Materials that have been prepared or as are delivered to prospective investors by or at shall, in addition to the direction foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, and ABS Term Sheets to the extent Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such forms have not previously been approved by materials to counsel for the Sponsor for use by Depositor on behalf of the Depositor and one copy of such Underwritermaterials to the Depositor. Each No Underwriter shall provide to any investor or prospective investor in the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Certificates any Computational Materials that are to be filed with or ABS Term Sheets on or after the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All day on which Computational Materials described in this subsection (a)(iii) must or ABS Term Sheets are required to be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required Depositor pursuant to the terms this subsection (a) (other than copies of this Agreement. (iv) If an Underwriter does not provide the Computational Materials or ABS Term Sheets previously submitted to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission Depositor in accordance with the ▇▇▇▇▇▇/PSA Letters. this subsection (va)) In the event of any delay in for filing pursuant to Section 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the a Prospectus to investors such investor or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinprospective investor. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Collegiate Funding's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Collegiate Funding with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Collegiate Funding for use by such Underwriter. Each Underwriter shall provide to the SponsorCollegiate Funding, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Collegiate Funding not later than 10:00 a.m.A.M., New York _______ time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Collegiate Funding pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Collegiate Funding of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Collegiate Funding shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Collegiate Funding to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Collegiate Funding shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇Kidder, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇Kidder, ▇▇Pe▇▇▇▇▇ & Co. Incorporated and ▇Kidder Structured ▇▇▇▇▇ Structured Asset Corporation, as made applicable to applicabl▇ ▇▇ other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Kidder/PSA Letters"). (ii) As used herein, "Computational ▇▇▇▇▇tational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Kidder/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b11(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Kidder/PSA Letters. Each Underwriter may provide copies of copi▇▇ ▇▇ the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Company not later than 10:00 a.m.A.M., New York Colorado time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Kidder/PSA Letters. (v) In the event of any delay an▇ ▇▇▇ay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in Section 9(b11(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii11(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Kidder/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Sponsor's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.A.M., New York _______ time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. Each Underwriter which desires to furnish Computational Materials to the Company shall furnish [two (2)] copies thereof[, together with a computer diskette therefor in EDGA▇ ▇▇▇mat,] to Tobi▇ & ▇obi▇ ▇▇ later than 3:00 p.m. New York City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Underwriter which has so furnished Computational Materials to the Company hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Underwriter include all Computational Materials prepared by such Underwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the No-Action Letter a Class of May 20, 1994 Bonds that is actually issued and purchased by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters").an Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each in the case of each prospective investor that has orally indicated to such Underwriter shall provide that it will purchase all or a portion of the Sponsor with representative forms Class of all Bonds to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Bonds is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant time that the structure of the Bonds is finalized where such investors have not indicated to subsection (a)(iii) above, such Underwriter shall be deemed their intention to have represented, as purchase the Class or Classes of the applicable Closing Date, that it did not provide any prospective investors with any information Bonds described in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Underwriter Information pursuant to the definition thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Underwriter Information provided by such Underwriter) does not include any untrue statement of a material fact and does not omit to state any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the [Pledged Mortgages] or the performance characteristics of the Bonds, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the applicable Underwriter under Section 9(a)(iiiin reliance on information regarding the [Pledged Mortgages] furnished by the Company. (d) with Neither the Commission pursuant Company nor any of its affiliates participated in the preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Underwriter. (e) At or prior to the time any Computational Materials are furnished to the Company for filing on the Form 8-K no later than 5:30 p.m.K, New York time, on the date required pursuant Underwriter furnishing such Computational Materials will provide to the ▇▇▇▇▇▇/PSA LettersCompany and such Underwriter a letter, in form and substance reasonably satisfactory to the Company and such Underwriter, of a firm of independent public accountants of national reputation to the effect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to the Company and the Underwriter. The costs and expenses of such letter will be borne by _________.

Computational Materials. (a) It is understood that Not later than 4:00 p.m. New York City time, on the Underwriters may prepare and provide to prospective investors certain date on which Computational Materials (as defined below) are first used by an Underwriter, said Underwriter shall deliver to EdLinc electronically a complete copy of all materials, if any, provided by such Underwriter to prospective investors in connection with such Notes which constitute "Computational Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated may 27, 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide severally and not jointly represents and warrants to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed and agrees with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedEdLinc, as of the applicable date hereof and as of the Closing Date, that it did not provide any the Computational Materials furnished to EdLinc by such Underwriter pursuant to this Section 8 constitute (either in original, aggregated or consolidated form) all of the materials furnished to the prospective investors with any information in written or electronic form in connection with the offering of the Notes by such Underwriter prior to the time of delivery thereof to EdLinc that is are required to be filed with the Commission with respect to the Notes in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Letters and such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to requirements of the ▇▇▇▇▇▇/PSA Letters. Notwithstanding the foregoing, such Underwriter makes no representation or warranty with respect to statements in any Computational Materials relating to the Financed Student Loans which were furnished by or on behalf of Edlinc, SLFC or the Transferor to such Underwriter.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Nelnet Funding's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇Kidder, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇Kidder, ▇▇Pe▇▇▇▇▇ & Co. Incorporated and Kidder Structured Asset ▇▇▇▇▇▇ Structured Asset Corporationoration, as made applicable to applica▇▇▇ ▇▇ other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Kidder/PSA Letters"). (ii) As used herein, "Computational ▇▇▇▇▇tational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Kidder/PSA Letters, but shall include only those Computational Com▇▇▇▇▇▇onal Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Nelnet Funding with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Nelnet Funding for use by such Underwriter. Each Underwriter shall provide to the SponsorNelnet Funding, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Kidder/PSA Letters. Each Underwriter may provide copies of cop▇▇▇ ▇▇ the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Nelnet Funding not later than 10:00 a.m.A.M., New York Colorado time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Nelnet Funding pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Kidder/PSA Letters. (v) In the event of any delay ▇▇▇▇▇ in the delivery by an Underwriter to the Sponsor Nelnet Funding of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Nelnet Funding shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Nelnet Funding to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Nelnet Funding shall file the Ithe Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Kidder/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (Materials, as defined below) , in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-No Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 2427, 1994, and the No-No Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b)subsection (b) of this Section, copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection paragraph (a)(iiiiii) must be provided to the Sponsor Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection paragraph (a)(iiiiii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection subparagraph (a)(iiiiii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in subsection (b) of this Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (Materials, if any) , provided to it by the Underwriter under Section 9(a)(iiisubsection (a)(iii) of this Seciton with the Commission pursuant to a Current Report on Form 8-8 K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Nelnet Funding's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇Kidder, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇Kidder, ▇▇Pe▇▇▇▇▇ & Co. Incorporated and Kidder Structured Asset ▇▇▇▇▇▇ Structured Asset Corporationoration, as made applicable to applica▇▇▇ ▇▇ other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Kidder/PSA Letters"). (ii) As used herein, "Computational ▇▇▇▇▇tational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Kidder/PSA Letters, but shall include only those Computational Com▇▇▇▇▇▇onal Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Nelnet Funding with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Nelnet Funding for use by such Underwriter. Each Underwriter shall provide to the SponsorNelnet Funding, for filing on Form 8-K as provided in Section 9(b11(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Kidder/PSA Letters. Each Underwriter may provide copies of cop▇▇▇ ▇▇ the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Nelnet Funding not later than 10:00 a.m.A.M., New York Colorado time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Nelnet Funding pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Kidder/PSA Letters. (v) In the event of any delay ▇▇▇▇▇ in the delivery by an Underwriter to the Sponsor Nelnet Funding of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Nelnet Funding shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Nelnet Funding to comply with its agreement set forth in Section 9(b11(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Nelnet Funding shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii11(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Kidder/PSA Letters.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corpora▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, Peabody & Co. Incorporated ▇▇▇ Acceptance Corporation I, ▇id▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇uctured Asset Corporatio▇ ▇▇▇ & Co. Incorporated the no-action letter dated May 27, 1994 and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "Kidder Letters") and (ii) "ABS Ter▇ ▇▇▇▇ts" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together with the Kidder Letters, the "No-Action Let▇▇/PSA Letters▇▇"). , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (ii) As used hereinsuch materials, the "Computational Materials" and the term "ABS Term Sheets," shall have respectively); provided, however, that any ABS Term Sheets are subject to the meanings given review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those ABS Term Sheets and Computational Materials that have been prepared or as are delivered to prospective investors by or at shall, in addition to the direction foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, and ABS Term Sheets to the extent Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such forms have not previously been approved by materials to counsel for the Sponsor for use by Depositor on behalf of the Depositor and one copy of such Underwritermaterials to the Depositor. Each Neither Underwriter shall provide to any investor or prospective investor in the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Certificates any Computational Materials that are to be filed with or ABS Term Sheets on or after the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All day on which Computational Materials described in this subsection (a)(iii) must or ABS Term Sheets are required to be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required Depositor pursuant to the terms this subsection (a) (other than copies of this Agreement. (iv) If an Underwriter does not provide the Computational Materials or ABS Term Sheets previously submitted to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission Depositor in accordance with the ▇▇▇▇▇▇/PSA Letters. this subsection (va)) In the event of any delay in for filing pursuant to Section 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the a Prospectus to investors such investor or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinprospective investor. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that In connection with the Underwriters offering of the Securitization Bonds, each Underwriter may prepare and provide to prospective investors certain items similar to computational materials ("Computational Materials (Materials") as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter action letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and as well as the Nono-Action Letter action letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA No-Action Letters"), subject to the following conditions: (i) All Computational Materials provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Issuer shall have the right to require additional specific legends or notations to appear on any Computational Materials, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials referred to herein bear a legend in a form previously approved in writing by the Issuer. (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Such Underwriter shall provide to the Sponsor with Issuer, for approval by the Issuer, representative forms of all Computational Materials at least two business days prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Such Underwriter shall provide to the SponsorIssuer, for filing on Form 8-K as provided in Section 9(b5(m), copies (in such format as required by the Issuer) of all Computational Materials that are required to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA No-Action Letters. Each The Underwriter may provide copies of the foregoing in a consolidated or aggregated formform including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials described in this subsection (a)(iiiii) must be provided to the Sponsor Issuer not later than 10:00 a.m., a.m. New York time, one City time at least two business day days before filing thereof is required pursuant to the terms of this Agreement. Such Underwriter shall not provide to any investor or prospective investor in the Securitization Bonds any Computational Materials on or after the day on which Computational Materials are required to be provided to the Issuer pursuant to this paragraph (ii) (other than copies of Computational Materials previously submitted to the Issuer in accordance with this paragraph (ii) for filing pursuant to Section 5(m)), unless such Computational Materials are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (iviii) If an The Issuer shall not be obligated to file any Computational Materials that have been determined to contain any material error or omission, provided that, at the request of any Underwriter, the Issuer will file Computational Materials that contain a material error or omission if clearly marked "SUPERSEDED BY MATERIALS DATED _________" and accompanied by corrected Computational Materials that are marked, "MATERIAL PREVIOUSLY DATED _________, AS CORRECTED." If, within the period during which a prospectus relating to the Securitization Bonds is required to be delivered under the Act, any Computational Materials are determined, in the reasonable judgment of the Issuer or such Underwriter, to contain a material error or omission, such Underwriter does not provide the shall prepare a corrected version of such Computational Materials, shall circulate such corrected Computational Materials to all recipients of the Sponsor pursuant prior versions thereof that either indicated orally to subsection such Underwriter they would purchase all or any portion of the Securitization Bonds, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials (a)(iiimarked "AS CORRECTED") above, to the Issuer for filing with the Commission in a subsequent Form 8-K submission (subject to the Issuer's obtaining an accountant's comfort letter in respect of such corrected Computational Materials). (b) Each Underwriter shall be deemed to have represented, as of the applicable Closing DateTime of Purchase, that it that, except for Computational Materials provided to the Issuer pursuant to subsection (a) above and except for the Preliminary Prospectus, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes Securitization Bonds that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA No-Action Letters. (vc) In the event of any delay in the delivery by an any Underwriter to the Sponsor Issuer of all Computational Materials required to be delivered in accordance with subsection (a)(iiia) above, or in the Sponsor delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(m), the Issuer shall have the right to delay the release of the Prospectus to investors or to such any Underwriter, to delay the Closing Date Time of Purchase and to take other appropriate actions actions, in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) 5(m), to file the Computational Materials by the time specified therein. (bd) The Sponsor shall file Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials (if any) provided prior to it by the Underwriter under Section 9(a)(iii) date hereof in connection with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.offering of the Securitization Bonds, New York time, on all of the date required pursuant to conditions set forth in clause (a) of this Section 14 have been satisfied with respect thereto. (e) Each Underwriter severally agrees that it shall comply with all applicable laws and regulations in connection with the ▇▇▇▇▇▇/PSA Lettersuse of Computational Materials.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇ Letters") and (ii) "ABS Term Sheets" within the meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together with the ▇/PSA ▇▇▇▇▇ Letters, the "No-Action Letters"). , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (ii) As used hereinsuch materials, the "Computational Materials" and the term "ABS Term Sheets," shall have respectively); provided, however, that any ABS Term Sheets are subject to the meanings given review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those ABS Term Sheets and Computational Materials that have been prepared or as are delivered to prospective investors by or at shall, in addition to the direction foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, and ABS Term Sheets to the extent Depositor pursuant to this Section 8(a) shall be effected by delivering four copies of such forms have not previously been approved by materials to counsel for the Sponsor for use by Depositor on behalf of the Depositor and one copy of such Underwritermaterials to the Depositor. Each No Underwriter shall provide to any investor or prospective investor in the Sponsor, Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this subsection (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (a)) for filing on Form 8-K as provided in pursuant to Section 9(b5(a), copies of all unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (b) As of the date of this Agreement and as of the Specified Delivery Date, each of the Underwriters represents and warrants to, and agrees with, the Depositor and with each other Underwriter that: (i) the Computational Materials and ABS Term Sheets furnished to the Depositor pursuant to Section 8(a) above by such Underwriter, if any, constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter that are is required to be filed with the Commission with respect to the Certificates in accordance with the No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets developed by such Underwriter with respect to such Certificates (or any written or electronic materials furnished to prospective investors on which such Computational Materials and ABS Term Sheets are based) were last furnished by such Underwriter to a prospective investor and on the date of delivery thereof to the Depositor pursuant to Section 8(a) above and on such Specified Delivery Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the ▇▇▇▇▇▇/PSA Letters. Each Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by Collateral Errors (other than Corrected Collateral Errors) or Depositor Mathematical Errors; (iii) such Underwriter may provide copies will not represent to potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the foregoing in a consolidated or aggregated form. All Depositor; and (iv) all Computational Materials described and ABS Term Sheets (or underlying materials distributed to prospective investors on which the Computational Materials and ABS Term Sheets were based) shall bear a legend substantially in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to form of Exhibit F or as otherwise reasonably approved by the terms of this AgreementDepositor in writing. (ivc) If an Underwriter does not provide All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided, however, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. In the event that any Computational Materials and ABS Term Sheets that are required to be filed were based on assumptions with respect to the Sponsor Mortgage Loans that are incorrect or that differ from the Master Tape in any material respect prior to the printing of the Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the information in the Master Tape and the final Certificate structuring assumptions, shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriters they would purchase all or any portion of the Certificates, and shall include such revised Computational Materials or ABS Term Sheets (marked "as revised") in the materials delivered to the Depositor pursuant to subsection (a)(iiiSection 8(a) above. (d) If, within the period during which a prospectus relating to the Certificates is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or, when read together with the Prospectus, a material omission, then (unless such material error or omission was corrected in the Prospectus) such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (which filing the Depositor shall so complete subject to its obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets disseminated by it contained any material error or, when read together with the Prospectus, any material omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. (e) Each Underwriter shall be deemed to have represented, as of the applicable Closing Specified Delivery Date, that it that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to Section 8(a) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes Certificates that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA No-Action Letters. (vf) In the event of any delay in the delivery by an any Underwriter to the Sponsor Depositor of all Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (a)(iiiSection 8(a) above, the Sponsor Depositor shall have the right to delay the release of the Prospectus to investors or to such Underwriterthe Underwriters, to delay the Closing Specified Delivery Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Depositor to comply with its agreement set forth in Section 9(b5(a) to file the Computational Materials and ABS Term Sheets by the time specified therein. (bg) The Sponsor shall file Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials (if any) provided or ABS Terms Sheets prior to it by the Underwriter under Section 9(a)(iii) date hereof in connection with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.offering of the Certificates, New York timeall of the conditions set forth in subsections (a), on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters(c), (d) and (f) of this Section 8 have been satisfied with respect thereto.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇/PSA ▇ Letters"). ) and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have within the meanings given such terms in meaning of the ▇▇▇▇▇▇/PSA Lettersno-action letter dated February 17, but shall include only those Computational Materials that have been prepared or delivered to prospective investors 1995 and issued by or at the direction Division of an Underwriter. (iii) Each Underwriter shall provide Corporation Finance of the Sponsor with representative forms of all Computational Materials prior to their first use, Commission to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection Public Securities Association (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance together with the ▇▇▇▇▇▇/PSA ▇ Letters. , the "No-Action Letters"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (vsuch materials, the "Computational Materials" and the "ABS Term Sheets," respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) In shall be effected by delivering four copies of such materials to counsel for the event Depositor on behalf of the Depositor and one copy of such materials to the Depositor. Neither Underwriter shall provide to any delay investor or prospective investor in the delivery by an Underwriter to the Sponsor of all Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be delivered provided to the Depositor pursuant to this subsection (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (a)(iiia)) abovefor filing pursuant to Section 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the Sponsor shall have the right to delay the release delivery of the a Prospectus to investors such investor or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinprospective investor. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that Not later than 4:00 p.m. New York City time, on the Underwriters may prepare and provide to prospective investors certain date on which Computational Materials (as defined below) are first used by an Underwriter, said Underwriter shall deliver to the Bank electronically a complete copy of all materials, if any, provided by such Underwriter to prospective investors in connection with such Notes which constitute "Computational Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Commission Division of Corporation Finance of the SEC to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. In▇▇▇▇▇▇at▇▇, ▇▇▇ Kidder Structured Asset Co▇▇▇▇▇▇ion, the no-action letter dated Ma▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters 1994 issued by the Commission in response Division of Corporation Finance of the SEC to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (collectively, the "Kidder/PSA Letters") and the filing of which is a condition of the ▇▇▇▇▇f granted in such letters (such materials being the "Computational Materials"). Each Underwriter severally and not jointly represents and warrants to and agrees with the Bank, as of the date hereof and as of the Closing Date, that the Computational Materials furnished to the Bank by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors in the Notes by such Underwriter prior to the time of delivery thereof to the Bank that are required to be filed with the SEC with respect to the Notes in accordance with the Kidder/PSA Letters and such Computational Materials comply with th▇ ▇▇▇▇irements of the Kidder/PSA Letters. Notwithstanding the foregoing, such ▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms riter makes no representation or warranty with respect to statements in the ▇▇▇▇▇▇/PSA Letters, but shall include only those any Computational Materials that have been prepared or delivered relating to prospective investors the Financed Student Loans which were furnished by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies behalf of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or Bank to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters Underwriter may prepare and provide to prospective investors certain Computational Materials (Materials, as defined below) , in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters Underwriter shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 2427, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each The Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each The Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each The Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection paragraph (a)(iiiiii) must be provided to the Sponsor Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an the Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection paragraph (a)(iiiiii) above, such the Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an the Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection subparagraph (a)(iiiiii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (Materials, if any) , provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.[_:_0 _.m.], New York [_____] time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇/PSA ▇ Letters"). ) and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have within the meanings given such terms in meaning of the ▇▇▇▇▇▇/PSA Lettersno-action letter dated February 17, but shall include only those Computational Materials that have been prepared or delivered to prospective investors 1995 and issued by or at the direction Division of an Underwriter. (iii) Each Underwriter shall provide Corporation Finance of the Sponsor with representative forms of all Computational Materials prior to their first use, Commission to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection Public Securities Association (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance together with the ▇▇▇▇▇▇/PSA ▇ Letters. , the "No-Action Letters"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (vsuch materials, the "Computational Materials" and the "ABS Term Sheets," respectively); provided, however, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of Computational Materials and ABS Term Sheets to the Depositor pursuant to this Section 8(a) In shall be effected by delivering four copies of such materials to counsel for the event Depositor on behalf of the Depositor and one copy of such materials to the Depositor. No Underwriter shall provide to any delay investor or prospective investor in the delivery by an Underwriter to the Sponsor of all Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be delivered provided to the Depositor pursuant to this subsection (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this subsection (a)(iiia)) abovefor filing pursuant to Section 5(a), unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the Sponsor shall have the right to delay the release delivery of the a Prospectus to investors such investor or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinprospective investor. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇/PSA Letters▇ LETTERS"). ) and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have within the meanings given such terms in meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together with the ▇▇▇▇▇▇/PSA ▇ Letters, but shall include only those the "NO-ACTION LETTERS"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (such materials, the "COMPUTATIONAL MATERIALS" and the "ABS TERM SHEETS," respectively); PROVIDED, HOWEVER, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials that have been prepared or as are delivered to prospective investors by or at shall, in addition to the direction foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, and ABS Term Sheets to the extent Depositor pursuant to this SECTION 8(a) shall be effected by delivering four copies of such forms have not previously been approved by materials to counsel for the Sponsor for use by Depositor on behalf of the Depositor and one copy of such Underwritermaterials to the Depositor. Each Neither Underwriter shall provide to any investor or prospective investor in the Sponsor, Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this SUBSECTION (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing on Form 8-K as provided in Section 9(bpursuant to SECTION 5(a), copies of all unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (b) As of the date of this Agreement and as of the Specified Delivery Date, each of the Underwriters represents and warrants to, and agrees with, the Depositor and with each other Underwriter that: (i) the Computational Materials and ABS Term Sheets furnished to the Depositor pursuant to SECTION 8(a) above, if any, constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter that are is required to be filed with the Commission with respect to the Certificates in accordance with the No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets with respect to such Certificates (or any written or electronic materials furnished to prospective investors on which such Computational Materials and ABS Term Sheets are based) were last furnished to each prospective investor and on the date of delivery thereof to the Depositor pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All SECTION 8(a) above and on such Specified Delivery Date, such Computational Materials described and ABS Term Sheets (or materials) were accurate in this subsection all material respects when read in conjunction with the Prospectus (a)(iii) must be provided taking into account the assumptions explicitly set forth in the Computational Materials), except to the Sponsor extent of any errors therein that are caused by errors in the Mortgage Loan Seller's Information; (iii) such Underwriter will not later than 10:00 a.m.represent to potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated by the Depositor; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to prospective investors on which the Computational Materials and ABS Term Sheets were based) shall bear a legend substantially in the form of Exhibit A. Notwithstanding the foregoing, New York timethe Underwriters make no representation or warranty as to whether any Computational Materials and ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials and ABS Term Sheets are based), one business day before filing thereof is required pursuant to if any, included or will include any inaccurate statement resulting directly from any error contained in the terms of this AgreementMortgage Loan Seller's Information. (ivc) If an Underwriter does not provide All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; PROVIDED that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. In the event that any Computational Materials and ABS Term Sheets that are required to be filed were based on assumptions with respect to the Sponsor Mortgage Loans that are incorrect or that differ from the final Mortgage Loans or the Mortgage Loan Seller's Information in any material respect or were based on Certificate structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Mortgage Loan Seller's Information and structuring assumptions, shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriters they would purchase all or any portion of the Certificates, and shall include such revised Computational Materials or ABS Term Sheets (marked "as revised") in the materials delivered to the Depositor pursuant to subsection (a)(iiiSECTION 8(a) above. (d) If, within the period during which the Prospectus relating to the Certificates is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or omission, such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission (subject to the Depositor's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the related Mortgage Loan Seller). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets contained any material error or omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will include any inaccurate statement resulting directly from any error contained in the Mortgage Loan Seller's Information. (e) Each Underwriter shall be deemed to have represented, as of the applicable Closing Specified Delivery Date, that it that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to SUBSECTION (a) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes Certificates that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA No-Action Letters, and each Underwriter shall separately provide the Depositor with a certification to that effect on the Specified Delivery Date. (vf) In the event of any delay in the delivery by an either Underwriter to the Sponsor Depositor of all Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection SUBSECTION (a)(iiia) above, or in the Sponsor delivery of the accountant's comfort letter in respect thereof pursuant to SECTION 5(a), the Depositor shall have the right to delay the release of the Prospectus to investors or to such Underwriterthe Underwriters, to delay the Closing Specified Delivery Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Depositor to comply with its agreement set forth in Section 9(bSECTION 5(a) to file the Computational Materials and ABS Term Sheets by the time specified therein. (bg) The Sponsor shall file Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials (if any) provided or ABS Terms Sheets prior to it by the Underwriter under Section 9(a)(iii) date hereof in connection with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.offering of the Certificates, New York timeall of the conditions set forth in clauses (c), on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters(d) and (f) above have been satisfied with respect thereto.

Computational Materials. Each Underwriter which desires to furnish Computational Materials to BSABS shall furnish copies thereof, in both printed and electronic format, to Stroock & Stroock & ▇▇▇▇▇ LLP no later than 10:00 a.m. New York City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Underwriter which has so furnished Computational Materials to BSABS hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Underwriter include all Computational Materials prepared by such Underwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the No-Action Letter a Class of May 20, 1994 Certificates that is actually issued and purchased by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters").an Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each in the case of each prospective investor that has orally indicated to such Underwriter shall provide that it will purchase all or a portion of the Sponsor with representative forms Class of all Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Certificates is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant time that the structure of the Certificates is finalized where such investors have not indicated to subsection (a)(iii) above, such Underwriter shall be deemed their intention to have represented, as purchase the Class or Classes of the applicable Closing Date, that it did not provide any prospective investors with any information Certificates described in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Underwriters Information, pursuant to the definition thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Underwriters Information) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the applicable Underwriter under Section 9(a)(iiiin reliance on information regarding the Mortgage Loans furnished by BSABS or the Seller on its behalf. (d) with Neither BSABS nor any of its affiliates participated in the Commission pursuant preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Underwriter. (e) At or prior to the time any Computational Materials are furnished to BSABS for filing on the Form 8-K no later than 5:30 p.m.K, New York timethe Underwriter furnishing such Computational Materials will provide to BSABS and such Underwriter a letter, on the date required pursuant in form and substance reasonably satisfactory to BSABS and such Underwriter, of a firm of independent public accountants of national reputation to the ▇▇▇▇▇▇/PSA Letterseffect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to BSABS and the Underwriter.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide Each Broker Dealer which desires to prospective investors certain furnish Computational Materials to CWABS shall furnish fifteen (as defined below15) in connection with the offering of the Notes, subject copies thereof to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by LLP no later than 3:00 p.m. New York City time on the Commission in response business day prior to the request of day on which the Public Securities Association dated May 24Prospectus Supplement is being cleared for printing. In addition, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission each Broker Dealer which has so furnished Computational Materials to CWABS hereby represents as to the Public Securities Association materials it has furnished as follows: (collectively, a) The Computational Materials so furnished by such Broker Dealer include all Computational Materials prepared by such Broker Dealer that: (i) are generated based on assumptions regarding the "▇▇▇▇▇▇/PSA Letters").payment priorities and characteristics of a Class of Certificates that is actually issued and purchased by a Broker Dealer; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each Underwriter shall provide in the Sponsor with representative forms case of each prospective investor that has orally indicated to such Broker Dealer that it will purchase all or a portion of the Class of Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Certificates is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as time that the structure of the applicable Closing Date, that it did Certificates is finalized where such investors have not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or indicated to such Underwriter, Broker Dealer their intention to delay purchase the Closing Date and to take other appropriate actions Class or Classes of Certificates described in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the such Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Underwriter Information of such Broker Dealer pursuant to the definitions thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Underwriter Information provided by such Underwriter) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the Underwriter under Section 9(a)(iiiapplicable Broker Dealer in reliance on information regarding the Mortgage Loans furnished by the Seller. (d) with Neither CWABS nor any of its affiliates participated in the Commission pursuant preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Broker Dealer. (e) At or prior to the time any Computational Materials are furnished to CWABS for filing on the Form 8-K no later than 5:30 p.m.K, New York timethe Broker Dealer furnishing such Computational Materials will provide to CWABS and such Broker Dealer a letter, on the date required pursuant in form and substance reasonably satisfactory to CWABS and such Broker Dealer, of a firm of independent public accountants of national reputation to the ▇▇▇▇▇▇/PSA Letterseffect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to CWABS and the Broker Dealer. [Fifty percent (50%) of the costs and expenses of such letter will be paid by each of the Broker Dealer obtaining the same and CWABS.]

Computational Materials. Each Broker-Dealer which desires to furnish Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets to potential investors shall furnish fifteen (a15) It is understood that the Underwriters may prepare copies thereof and provide an electronic copy thereof in Microsoft Word or Microsoft Excel format or such other electronic format suitable for conversion to prospective investors certain Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to E▇▇▇▇▇▇, ▇▇ format to T▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by Wood llp no later than 3:00 p.m. New York City time on the Commission in response business day prior to the request of day on which these materials are required to be filed under the Public Securities Association dated May 24, 1994, and the applicable No-Action Letter of February 17Letter. In addition, 1995 issued by the Commission each Broker-Dealer which has so furnished such materials hereby represents as to the Public Securities Association materials it has furnished as follows: (collectivelya) The Collateral Term Sheets, Computational Materials, Series Term Sheets or Structural Term Sheets so furnished by such Broker-Dealer comply in all material respects with the "▇▇▇▇▇▇/PSA Letters")terms of the applicable No-Action Letter. (iib) As used hereinThe Derived Information included in the Senior Underwriter Information or the Subordinate Underwriter Information, "Computational Materials" as applicable, pursuant to the definitions thereof does not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Derived Information and the term "ABS Term Sheets" shall have Senior Underwriter Information or the meanings given Subordinate Underwriter Information, as the case may be, provided by such terms Underwriter) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the ▇▇▇▇▇▇/PSA Letterscircumstances under which they were made, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriternot misleading. (iiic) Each Underwriter shall provide The materials so furnished contain customary legends regarding the Sponsor with representative forms assumptions on which they are based and the absence of all assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the materials so furnished were prepared by the applicable Broker-Dealer in reliance on information regarding the Mortgage Loans furnished by the Issuer. (d) Neither IndyMac ABS nor any of its affiliates participated in the preparation of the Collateral Terms Sheets, Computational Materials Materials, Series Term Sheets or Structural Term Sheets other than by supplying the Seller Mortgage Loan Information to Broker-Dealer. (e) At or prior to their first use, the time any such materials are furnished to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, IndyMac ABS for filing on Form 8-K as provided K, the Broker-Dealer furnishing such materials will provide to IndyMac ABS and such Broker-Dealer a letter, in Section 9(b)form and substance reasonably satisfactory to IndyMac ABS and such Broker-Dealer, copies of all Computational Materials that are to be filed with the Commission pursuant a firm of independent public accountants of national reputation to the ▇▇▇▇▇▇/PSA Letterseffect that such accountants have performed certain specified procedures with respect to such materials and have found no exceptions, other than such exceptions as are acceptable to IndyMac ABS and the Broker-Dealer. Each Underwriter may provide copies Fifty percent (50%) of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must costs and expenses of such letter will be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as paid by each of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with Broker-Dealers obtaining the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letterssame and IndyMac ABS. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It Not later than 10:30 a.m. New York City time, on the Business Day before the date on which the Current Report relating to the Notes is understood that required to be filed by the Underwriters may prepare and provide Bank with the SEC pursuant to Section 4(m) hereof, each Underwriter shall deliver to the Bank electronically a complete copy of all materials, if any, provided by such Underwriter to prospective investors certain in such Notes which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Commission Division of Corporation Finance of the SEC to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Commission in response Division of Corporation Finance of the SEC to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide severally and not jointly represents and warrants to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed and agrees with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedBank, as of the applicable date hereof and as of the Closing Date, that it did not provide any the Computational Materials furnished to the Bank by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors with any information in written or electronic form in connection with the offering of the Notes by such Underwriter prior to the time of delivery thereof to the Bank that is are required to be filed with the Commission SEC with respect to the Notes in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Letters and such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to requirements of the ▇▇▇▇▇▇/PSA Letters. Notwithstanding the foregoing, such Underwriter makes no representation or warranty with respect to statements in any Computational Materials relating to the Financed Student Loans which were furnished by or on behalf of the Bank to such Underwriter.

Computational Materials. (a) It As soon as practicable and in no event later than 3:00 p.m. Dallas, Texas time three Business Days before the date on which the Final Prospectus relating to the Bonds of a Series is understood that required to be filed by the Underwriters may prepare and provide Company with the Commission pursuant to Rule 424 under the 1933 Act, you shall deliver to the Company five complete copies of all materials provided by you to prospective investors certain regarding the Class or Classes being underwritten by you which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Kidd▇▇, ▇▇ab▇▇▇ ▇▇▇eptance Corporation I, Kidd▇▇, ▇▇abody & Co. Incorporated, and Kidd▇▇ ▇▇▇uctured Asset Corporation (the "Kidd▇▇ ▇▇▇ter"), and the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"). Each delivery of Computational Materials to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company at Andr▇▇▇ & ▇urt▇ ▇.▇.P., 4400 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated such other address specified by such counsel to you in writing, and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response one copy of such materials to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters")Company. (iib) As used hereinYou represent and warrant to and agree with the Company, "Computational Materials" as of the date of the related Terms Agreement and as of the term "ABS Term Sheets" shall have Closing Date, that: (i) the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared furnished to the Company pursuant to Section 8(a) constitute (either in original, aggregated or delivered consolidated form) all of the materials furnished to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials Underwriters prior to their first use, the time of delivery thereof to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials Company that are required to be filed with the Commission pursuant with respect to the related Bonds in accordance with the Kidd▇▇ Letter, and such Computational Materials comply with the requirements of the Kidd▇▇ ▇▇▇▇▇▇/PSA Letterster; and (ii) on the date any such Computational Materials with respect to such Bonds (or any written or electronic materials furnished to prospective investors on which the Computational Materials are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 8(a) and on the related Closing Date, such Computational Materials (or materials) did not and will not include any untrue statement of a material fact or, when read in Notwithstanding the foregoing, you make no representation or warranty as to whether any Computational Materials (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Mortgage Collateral Error (except any Corrected Mortgage Collateral Error, with respect to materials prepared after the receipt by you from the Company of notice of such Corrected Mortgage Collateral Error or materials superseding or correcting such Corrected Mortgage Collateral Error). (c) You acknowledge and agree that the Company has not authorized and will not authorize the distribution of any Computational Materials to any prospective investor, and agree that any Computational Materials with respect to any Series of Bonds furnished to prospective investors from and after the date hereof shall include a disclaimer in form reasonably satisfactory to the Company. Each Underwriter may provide copies You agree that you will not represent to investors that any Computational Materials were prepared or disseminated on behalf of the foregoing Company. This disclaimer shall not alter the rights or obligations of the parties hereto pursuant to Sections 6 and 7 hereof. (d) If, at any time when a prospectus relating to the Bonds of a Series is required to be delivered under the 1933 Act, it shall be necessary to amend or supplement the related Final Prospectus as a result of an untrue statement of a material fact contained in any Computational Materials provided by you pursuant to this Section 8 or the omission to state therein a material fact required, when considered in conjunction with the Final Prospectus and Prospectus Supplement, to be stated therein or necessary to make the statements therein, when read in conjunction with the Final Prospectus and Prospectus Supplement, not misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the 1933 Act or the rules thereunder, you 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. You represent and warrant 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 Final 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 Final Prospectus and Prospectus Supplement, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any such amendment or supplement provided by the Underwriter to the Company pursuant to this paragraph (d)) or (ii) such filing is not required under the Act; provided that, in the event the (e) You will cooperate with, and provide any information necessary to the Independent Accountants so that they may complete and deliver their agreed-upon procedures letter described in Section 5(f) hereof in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must timely manner so that such letter may be provided delivered to the Sponsor Company by not later than 10:00 a.m., 5:00 p.m. New York time, one business day on the Business Day before filing thereof is required pursuant to the terms of this Agreement. (ivdate on which the Current Report described in Section 3(b) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA LettersCommission. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that Not later than 10:30 a.m., New York City time, on the date hereof, the Underwriters may prepare and provide shall deliver to the Company five complete copies of all materials provided by the Underwriters to prospective investors certain in the Securities which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Inc▇▇▇▇▇▇te▇, ▇▇▇ Kidder Structured Asset Cor▇▇▇▇▇▇▇ Acceptance Corporation I, on and the no-action letter dated ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters 1994 issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "Kidder Letters") and the filing of such material is a condition of ▇▇▇ ▇▇lief granted in such letter (such materials being the "Computational Materials"). Each delivery of Computational Materials to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 13 hereof and one copy of such materials to the Company. (b) The Underwriters represent and warrant to and agree with the Company, as of the date hereof and as of the Closing Date, that: (i) the Computational Materials furnished to the Company pursuant to Section 10(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by the Underwriters prior to the time of delivery thereof to the Company with respect to the Securities in accordance with the Kidder Letters, and such Computational Materials comply with the ▇▇▇uirements of the Kidder Letters; (ii) on the date any such Computational ▇▇▇▇▇▇/PSA Letters"als with respect to 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 and on the date of delivery thereof to the Company pursuant to Section 10(a) and on the Closing Date, such Computational Materials (or materials) did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Final Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) 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 the Securities were furnished to a prospective investor and on the date hereof, the Underwriters possessed, and on the date of delivery of such materials to the Company pursuant to this Section 10 and on the Closing Date, the Underwriters 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 Underwriters contained in subparagraphs (i) and (ii) above of this paragraph (b); and (iv) all Computational Materials (or underlying materials distributed to prospective investors on which the Computational Materials were based) 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 Computational Materials, is not responsible for the accuracy thereof and has not authorized the dissemination thereof. Notwithstanding the foregoing, the Underwriters make no representation or warranty as to whether any Computational Materials (or any written or electronic materials on which the Computational Materials are based) included or will include any untrue statement resulting directly from any Initial Collateral Error (except any Corrected Initial Collateral Error, with respect to materials prepared after the receipt by the Underwriters from the Company of notice of such Corrected Initial Collateral Error or materials superseding or correcting such Corrected Initial Collateral Error). (iic) As used herein, "Computational Materials" The Underwriters acknowledge and agree that the term "ABS Term Sheets" shall have Company has not authorized and will not authorize the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those distribution of any Computational Materials to any prospective investor, and agree that have been prepared or delivered any Computational Materials with respect to the Securities furnished to prospective investors by shall include a disclaimer in the form set forth in paragraph (b)(iv) above. The Underwriters agree that they will not represent to investors that any Computational Materials were prepared or at disseminated on behalf of the direction of an UnderwriterCompany. (iiid) Each Underwriter If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, it shall provide be necessary to amend or supplement the Sponsor with representative forms Final Prospectus as a result of all an untrue statement of a material fact contained in any Computational Materials prior provided by the Underwriters pursuant to their first usethis Section 10 or the omission to state therein a material fact required, when considered in conjunction with the Final Prospectus, to be stated therein or necessary to make the extent such forms have statements therein, when read in conjunction with the Final Prospectus, not previously been approved by misleading, or if it shall be necessary to amend or supplement any Current Report to comply with the Sponsor for use by such Underwriter. Each Underwriter shall provide Act or the rules thereunder, the Underwriters, at their expense, promptly will prepare and furnish to the Sponsor, Company for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Underwriters represent and warrant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedCompany, as of the applicable Closing Datedate of delivery of such amendment or supplement to the Company, that it did such amendment or supplement will not provide include any prospective investors with any information untrue statement of a material fact or, when read in written or electronic form in connection conjunction with the offering of the Notes that is Final Prospectus, omit to state a material fact required to be filed 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 Commission in accordance with Final Prospectus, omits to state a material fact required to be stated therein or necessary to make the ▇▇▇▇▇▇/PSA Lettersstatements 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 Underwriters to the Company pursuant to this paragraph (d) or (ii) such filing is not required under the Act. (ve) In the event of any delay in the delivery by an Underwriter The Underwriters (at their own expense) further agree to provide to the Sponsor of all Company any accountants' letters obtained relating to the Computational Materials required Materials, which accountants' letters shall be addressed to be delivered in accordance with subsection (a)(iii) above, the Sponsor Company or shall state that the Company may rely thereon; provided that the Underwriters shall have the right no obligation to delay the release of the Prospectus to investors or to procure such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinletter. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇/PSA Letters▇ LETTERS"). ) and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have within the meanings given such terms in meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together with the ▇▇▇▇▇▇/PSA ▇ Letters, but shall include only those the "NO-ACTION LETTERS"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (such materials, the "COMPUTATIONAL MATERIALS" and the "ABS TERM SHEETS," respectively); PROVIDED, HOWEVER, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials that have been prepared or as are delivered to prospective investors by or at shall, in addition to the direction foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, and ABS Term Sheets to the extent Depositor pursuant to this SECTION 8(a) shall be effected by delivering four copies of such forms have not previously been approved by materials to counsel for the Sponsor for use by Depositor on behalf of the Depositor and one copy of such Underwritermaterials to the Depositor. Each No Underwriter shall provide to any investor or prospective investor in the Sponsor, Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this SUBSECTION (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing on Form 8-K as provided in Section 9(bpursuant to SECTION 5(a), copies of all unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (b) As of the date of this Agreement and as of the Specified Delivery Date, each of the Underwriters represents and warrants to, and agrees with, the Depositor and with each other Underwriter that: (i) the Computational Materials and ABS Term Sheets furnished to the Depositor pursuant to SECTION 8(a) above by such Underwriter, if any, constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter that are is required to be filed with the Commission with respect to the Certificates in accordance with the No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets developed by such Underwriter with respect to such Certificates (or any written or electronic materials furnished to prospective investors on which such Computational Materials and ABS Term Sheets are based) were last furnished by such Underwriter to a prospective investor and on the date of delivery thereof to the Depositor pursuant to SECTION 8(a) above and on such Specified Delivery Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the ▇▇▇▇▇▇/PSA Letters. Each Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by Collateral Errors (other than Corrected Collateral Errors) or Depositor Mathematical Errors; (iii) such Underwriter may provide copies will not represent to potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the foregoing in a consolidated or aggregated form. All Depositor; and (iv) all Computational Materials described and ABS Term Sheets (or underlying materials distributed to prospective investors on which the Computational Materials and ABS Term Sheets were based) shall bear a legend substantially in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to form of EXHIBIT F or as otherwise reasonably approved by the terms of this AgreementDepositor in writing. (ivc) If an Underwriter does not provide All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; PROVIDED, HOWEVER, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. In the event that any Computational Materials and ABS Term Sheets that are required to be filed were based on assumptions with respect to the Sponsor Mortgage Loans that are incorrect or that differ from the Master Tape in any material respect prior to the printing of the Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the information in the Master Tape and the final Certificate structuring assumptions, shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriters they would purchase all or any portion of the Certificates, and shall include such revised Computational Materials or ABS Term Sheets (marked "as revised") in the materials delivered to the Depositor pursuant to subsection (a)(iiiSECTION 8(a) above. (d) If, within the period during which a prospectus relating to the Certificates is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or, when read together with the Prospectus, a material omission, then (unless such material error or omission was corrected in the Prospectus) such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission ( which filing the Depositor shall so complete subject to its obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets disseminated by it contained any material error or, when read together with the Prospectus, any material omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. (e) Each Underwriter shall be deemed to have represented, as of the applicable Closing Specified Delivery Date, that it that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to SECTION 8(a) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes Certificates that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA No-Action Letters. (vf) In the event of any delay in the delivery by an any Underwriter to the Sponsor Depositor of all Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (a)(iiiSECTION 8(a) above, the Sponsor Depositor shall have the right to delay the release of the Prospectus to investors or to such Underwriterthe Underwriters, to delay the Closing Specified Delivery Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Depositor to comply with its agreement set forth in Section 9(bSECTION 5(a) to file the Computational Materials and ABS Term Sheets by the time specified therein. (bg) The Sponsor shall file Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials (if any) provided or ABS Terms Sheets prior to it by the Underwriter under Section 9(a)(iii) date hereof in connection with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.offering of the Certificates, New York timeall of the conditions set forth in SUBSECTIONS (a), on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters(c), (d) and (f) of this SECTION 8 have been satisfied with respect thereto.

Computational Materials. (a) It is understood that In connection with the Underwriters offering of the Securitization Bonds, each Underwriter may prepare and provide to prospective investors certain items similar to computational materials ("Computational Materials (Materials") as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter action letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇Kidder, ▇Peabody Acceptance Corpo▇▇▇▇▇▇ Acceptance Corporation I, Kidder, Peabody & Co. Incorporat▇▇ ▇▇▇ K▇▇▇▇▇ ▇tructured Asset ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporationration, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and as well as the Nono-Action Letter action letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA No-Action Letters"), subject to the following conditions: (i) All Computational Materials provided to prospective investors that are required to be filed pursuant to the No-Action Letters shall bear a legend substantially in the form attached hereto as Exhibit A. The Issuer shall have the right to require additional specific legends or notations to appear on any Computational Materials, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein. Notwithstanding the foregoing, this subsection (i) will be satisfied if all Computational Materials referred to herein bear a legend in a form previously approved in writing by the Issuer. (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Such Underwriter shall provide to the Sponsor with Issuer, for approval by the Issuer, representative forms of all Computational Materials at least two business days prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Such Underwriter shall provide to the SponsorIssuer, for filing on Form 8-K as provided in Section 9(b5(m), copies (in such format as required by the Issuer) of all Computational Materials that are required to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA No-Action Letters. Each The Underwriter may provide copies of the foregoing in a consolidated or aggregated formform including all information required to be filed if filing in such format is permitted by the No-Action Letters. All Computational Materials described in this subsection (a)(iiiii) must be provided to the Sponsor Issuer not later than 10:00 a.m., a.m. New York time, one City time at least two business day days before filing thereof is required pursuant to the terms of this Agreement. Such Underwriter shall not provide to any investor or prospective investor in the Securitization Bonds any Computational Materials on or after the day on which Computational Materials are required to be provided to the Issuer pursuant to this paragraph (ii) (other than copies of Computational Materials previously submitted to the Issuer in accordance with this paragraph (ii) for filing pursuant to Section 5(m)), unless such Computational Materials are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (iviii) If an The Issuer shall not be obligated to file any Computational Materials that have been determined to contain any material error or omission, provided that, at the request of any Underwriter, the Issuer will file Computational Materials that contain a material error or omission if clearly marked "SUPERSEDED BY MATERIALS DATED _________" and accompanied by corrected Computational Materials that are marked, "MATERIAL PREVIOUSLY DATED _________, AS CORRECTED." If, within the period during which a prospectus relating to the Securitization Bonds is required to be delivered under the Act, any Computational Materials are determined, in the reasonable judgment of the Issuer or such Underwriter, to contain a material error or omission, such Underwriter does not provide the shall prepare a corrected version of such Computational Materials, shall circulate such corrected Computational Materials to all recipients of the Sponsor pursuant prior versions thereof that either indicated orally to subsection such Underwriter they would purchase all or any portion of the Securitization Bonds, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials (a)(iiimarked "AS CORRECTED") above, to the Issuer for filing with the Commission in a subsequent Form 8-K submission (subject to the Issuer's obtaining an accountant's comfort letter in respect of such corrected Computational Materials). (b) Each Underwriter shall be deemed to have represented, as of the applicable Closing DateTime of Purchase, that it that, except for Computational Materials provided to the Issuer pursuant to subsection (a) above and except for the Preliminary Prospectus, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes Securitization Bonds that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA No-Action Letters. (vc) In the event of any delay in the delivery by an any Underwriter to the Sponsor Issuer of all Computational Materials required to be delivered in accordance with subsection (a)(iiia) above, or in the Sponsor delivery of the accountant's comfort letter in respect thereof pursuant to Section 5(m), the Issuer shall have the right to delay the release of the Prospectus to investors or to such any Underwriter, to delay the Closing Date Time of Purchase and to take other appropriate actions actions, in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) 5(m), to file the Computational Materials by the time specified therein. (bd) The Sponsor shall file Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials (if any) provided prior to it by the Underwriter under Section 9(a)(iii) date hereof in connection with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.offering of the Securitization Bonds, New York time, on all of the date required pursuant to conditions set forth in clause (a) of this Section 14 have been satisfied with respect thereto. (e) Each Underwriter severally agrees that it shall comply with all applicable laws and regulations in connection with the ▇▇▇▇▇▇/PSA Lettersuse of Computational Materials.

Computational Materials. (a) It Not later than 10:30 a.m. New York City time, on the Business Day before the date on which the Current Report relating to the Notes is understood that required to be filed by the Underwriters may prepare and provide Bank with the SEC pursuant to Section 4(m) hereof, each Underwriter shall deliver to the Bank a complete copy of all materials, if any, provided by such Underwriter to prospective investors certain in such Notes which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Commission Division of Corporation Finance of the SEC to ▇▇▇▇Kidd▇▇, ▇▇ab▇▇▇ ▇▇▇▇▇ Acceptance eptance Corporation I, ▇▇▇▇Kidd▇▇, ▇▇▇▇ab▇▇▇ & Co. Incorporated ▇o. Incorporated, and Kidd▇▇ ▇▇▇▇▇▇ Structured uctured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Commission in response Division of Corporation Finance of the SEC to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (collectively, the "Kidd▇▇/▇▇▇▇/PSA ▇ Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide severally and not jointly represents and warrants to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed and agrees with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedBank, as of date hereof and as of the applicable Closing Date, that it did not provide any the Computational Materials furnished to the Bank by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors with any information in written or electronic form in connection with the offering of the Notes by such Underwriter prior to the time of delivery thereof to the Bank that is are required to be filed with the Commission SEC with respect to the Notes in accordance with the Kidd▇▇/▇▇▇ Letters and such Computational Materials comply with the requirements of the Kidd▇▇/PSA /▇▇▇ Letters. (v) In . Notwithstanding the event of foregoing, such Underwriter makes no representation or warranty with respect to statements in any delay in the delivery by an Underwriter Computational Materials relating to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release Financed Student Loans which were furnished by or on behalf of the Prospectus to investors or Bank to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood The Underwriter that the Underwriters may prepare and provide desires to prospective investors certain furnish Computational Materials to investors shall furnish two (2) copies thereof, or deliver by electronic transmission, as defined below) in connection with applicable, to or at the offering direction of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporationno later than 3:00 p.m. New York City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, the Underwriter which has so furnished Computational Materials to the Depositor hereby represents as made applicable to other issuers and underwriters the materials it has furnished as follows: (a) The Computational Materials so furnished by the Commission in response to Underwriter include all Computational Materials prepared by the request Underwriter that: (i) are generated based on assumptions regarding the payment priorities and characteristics of the Public Securities Association dated May 24, 1994, Notes that is actually issued and the No-Action Letter of February 17, 1995 issued purchased by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters").Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by under the following conditions prior to the time of filing of the Prospectus pursuant to Rule 424(b): A. in the case of each prospective investor that has orally indicated to the Underwriter that it will purchase all or at a portion of the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Notes to which such Computational Materials prior to their first userelate, the Computational Materials relating to the extent Notes that are sent to such forms have not previously been approved by the Sponsor prospective investor; and B. for use by such Underwriter. Each Underwriter shall provide to the Sponsorany other prospective investor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Notes is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of time that the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering structure of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter finalized where such investors have not indicated to the Sponsor of all Underwriter their intention to purchase the Notes described in such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Neither the Depositor nor any of its affiliates participated in the preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to the Underwriter. (if anyc) provided At or prior to it by the Underwriter under Section 9(a)(iii) with time any Computational Materials are furnished to the Commission pursuant to a Current Report Depositor for filing on the Form 8-K no later than 5:30 p.m.K, New York time, on the date required pursuant Underwriter furnishing such Computational Materials will provide to the ▇▇▇▇▇▇/PSA LettersDepositor a letter, in form and substance reasonably satisfactory to the Depositor and the Underwriter, of a firm of independent public accountants of national reputation to the effect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to the Depositor and the Underwriter. The Underwriter furnishing a letter of the sort described in the preceding sentence will bear the costs and expenses of such letter.

Computational Materials. (a) It is understood that the Underwriters may prepare and Each Underwriter agrees to provide to prospective investors certain the Depositor 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 Depositor to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Depositor) with respect to the Certificates which constitutes "Computational Materials (Materials", as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Commission's No-Action Letter of Letter, dated May 20, 1994 issued by the Commission 1994, addressed to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 19941994 (collectively, the "▇▇▇▇▇▇/PSA Letter"), as well as the PSA Letter referred to below, and that is required to be filed as described in the ▇▇▇▇▇▇/PSA Letter. Each Underwriter shall comply with all applicable laws and regulations in connection with the use of ABS Term Sheets, including the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used hereinPSA Letter" and, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance together with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) aboveLetter, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein"No-Action Letters"). (b) The Sponsor Underwriters shall file provide to the Depositor, together with the information required to be provided to the Depositor pursuant to Section 8(a) or 8(c)(iii) hereof, a letter, in form and substance acceptable to the Depositor, of independent certified public accountants acceptable to the Depositor, stating in effect that such independent certified public accountants have performed certain specified procedures, all of which have been agreed to by the Depositor, and that they have verified or confirmed, as appropriate, the financial, numerical or statistical information to be filed by the Depositor as part of the Computational Materials and ABS Term Sheets and have found such information to be accurate without exception. Such letter will be obtained at the sole expense of the Underwriters. (if anyi) The relevant Underwriter represents and warrants to, and covenants with, the Depositor that all information provided to the Depositor pursuant to this Section, as of the date such information is so provided and as of the date such information is filed by the Depositor with the Commission will not include any untrue statement of a material fact and will not omit to state any material facts required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (ii) The relevant Underwriter further covenants with the Depositor that if any Computational Materials or ABS Term Sheets required to be provided to the Depositor pursuant to Section 8(a) are determined to contain any information that is inaccurate or misleading, the relevant Underwriter (whether or not such Computational Materials or ABS Term Sheets are provided to the Depositor or filed by the Depositor with the Commission) shall promptly prepare and deliver to the Depositor and each prospective investor which received such information, corrected Computational Materials or ABS Term Sheets, as applicable. All information provided to the Depositor pursuant to this Section 8(c)(ii) shall be provided within the time periods set forth in Section 8(a) hereof. (iii) The Underwriters represent and warrant to the Depositor that the Underwriters have taken all necessary and required steps to ensure that no written material of any kind relating to the Certificates (or any certificates similar to the Certificates) will be delivered to potential investors other than Computational Materials or ABS Term Sheets required to be filed pursuant to the No-Action Letters and that all Computational Materials and ABS Term Sheets will be provided to the Depositor, and to ensure that all such Computational Materials and ABS Term Sheets are accurate and not misleading. (iv) The Underwriters covenant with the Depositor that all Computational Materials and ABS Term Sheets delivered to prospective investors shall contain a legend substantially to the following effect: "THIS INFORMATION IS FURNISHED TO YOU SOLELY BY [CREDIT SUISSE FIRST BOSTON CORPORATION] AND/OR THE OTHER UNDERWRITERS AND NOT BY [CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.] (THE "DEPOSITOR") OR ANY OF ITS AFFILIATES (OTHER THAN [CREDIT SUISSE FIRST BOSTON CORPORATION] IN ITS CAPACITY AS AN UNDERWRITER). THE UNDERWRITERS ARE NOT ACTING AS AGENTS FOR THE DEPOSITOR OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION." In the case of Collateral Term Sheets, such legend shall also include the following statement: "THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE CERTIFICATES AND [EXCEPT WITH RESPECT TO THE INITIAL COLLATERAL TERM SHEET PREPARED BY THE UNDERWRITER] SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [___________________] [NAME OF UNDERWRITER]." (d) The relevant Underwriter agrees to indemnify and hold harmless the Depositor, each of the Depositor's officers and directors and each person who controls the Depositor within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act, the Exchange Act, or other Federal or State statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) are based on, result from or arise out of: (A) the relevant Underwriter's use or delivery to any prospective investor in the Certificates of any Computational Materials; (B) the relevant Underwriter's failure to comply with Sections 8(a) or 8(c); (C) the filing by the Depositor with the Commission of any information pursuant to the last sentence of Section 5(a); or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any information required to be delivered to the Depositor pursuant to a Section 8(a) or 8(c)(ii) hereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, liability or action. The obligations of such Underwriter under this Section shall be in addition to any liability which such Underwriter may otherwise have. The procedures set forth in Section 7(c) and 7(d) shall be equally applicable to this Section. (e) Notwithstanding any other provision herein, (a) the Underwriter shall not be required to be responsible for any amount in excess of the amount by which the total re-offering price at which the Certificates underwritten by it and distributed and offered to the public exceeds the amount paid hereunder by the Underwriter under for the Certificates. For the purposes of this Section 9(a)(iii8(e), each person, if any, who controls the Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Underwriter and each director of the Depositor, each officer of the Depositor who signed the Registration Statement, and each person, if any, who controls the Depositor within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Depositor and (b) the relevant Underwriter agrees to pay all costs and expenses of the Depositor incurred in connection with (i) the filing by the Depositor of any Computational Material or ABS Term Sheets with the Commission pursuant and (ii) any action by the Depositor against the relevant Underwriter to a Current Report on Form 8-K no later than 5:30 p.m.enforce any of its rights set forth in this Section, New York timeincluding, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letterswithout limitation, legal fees and expenses.

Computational Materials. Each Underwriter that desires to furnish Computational Materials to investors shall furnish two (2) copies thereof, or deliver by electronic transmission, as applicable, to or at the direction of Tobin & Tobin no later than 3:00 p.m. New York City time on the busin▇▇▇ ▇ay ▇▇▇▇▇ to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Underwriter which has so furnished Computational Materials to the Depositor hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Underwriter include all Computational Materials prepared by such Underwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the Noa Class of Publicly-Action Letter of May 20, 1994 Offered Certificates that is actually issued and purchased by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters").an Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by under the following conditions prior to the time of filing of the Prospectus pursuant to Rule 424(b): A. in the case of each prospective investor that has orally indicated to such Underwriter that it will purchase all or at a portion of the direction Class of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Publicly-Offered Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and B. for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Publicly-Offered Certificates is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant time that the structure of the Publicly-Offered Certificates is finalized where such investors have not indicated to subsection (a)(iii) above, such Underwriter shall be deemed their intention to have represented, as purchase the Class or Classes of the applicable Closing Date, that it did not provide any prospective investors with any information Publicly-Offered Certificates described in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Neither the Depositor nor any of its affiliates participated in the preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to the Underwriter. (if anyc) provided At or prior to it by the Underwriter under Section 9(a)(iii) with time any Computational Materials are furnished to the Commission pursuant to a Current Report Depositor for filing on the Form 8-K no later than 5:30 p.m.K, New York time, on the date required pursuant Underwriter furnishing such Computational Materials will provide to the ▇▇▇▇▇▇/PSA LettersDepositor a letter, in form and substance reasonably satisfactory to the Depositor and such Underwriter, of a firm of independent public accountants of national reputation to the effect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to the Depositor and the Underwriter. Each Underwriter furnishing a letter of the sort described in the preceding sentence will bear the costs and expenses of such letter.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide Each Broker Dealer which desires to prospective investors certain furnish Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditions: Depositor shall furnish fifteen (i15) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission copies thereof to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by LLP no later than 3:00 p.m. New York City time on the Commission in response business day prior to the request of day on which the Public Securities Association dated May 24Prospectus Supplement is being cleared for printing. In addition, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission each Broker Dealer which has so furnished Computational Materials to the Public Securities Association Depositor hereby represents as to the materials it has furnished as follows: (collectively, a) The Computational Materials so furnished by such Broker Dealer include all Computational Materials prepared by such Broker Dealer that: (i) are generated based on assumptions regarding the "▇▇▇▇▇▇/PSA Letters").payment priorities and characteristics of a Class of Certificates that is actually issued and purchased by a Broker Dealer; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each Underwriter shall provide in the Sponsor with representative forms case of each prospective investor that has orally indicated to such Broker Dealer that it will purchase all or a portion of the Class of Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Certificates is finalized; provided, New York timehowever, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as time that the structure of the applicable Closing Date, that it did Certificates is finalized where such investors have not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or indicated to such Underwriter, Broker Dealer their intention to delay purchase the Closing Date and to take other appropriate actions Class or Classes of Certificates described in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the such Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Senior Underwriter Information, the Mezzanine Underwriter Information or the PO Underwriter Information, as applicable, pursuant to the definitions thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Senior Underwriter Information, the Mezzanine Underwriter Information or the PO Underwriter Information, as the case may be, provided by such Underwriter) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the Underwriter under Section 9(a)(iiiapplicable Broker Dealer in reliance on information regarding the Mortgage Loans furnished by the Issuer. (d) with Neither the Commission pursuant Depositor nor any of its affiliates participated in the preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Broker Dealer. (e) At or prior to the time any Computational Materials are furnished to the Depositor for filing on the Form 8-K no later than 5:30 p.m.K, New York time, on the date required pursuant Broker Dealer furnishing such Computational Materials will provide to the ▇▇▇▇▇▇/PSA LettersDepositor and such Broker Dealer a letter, in form and substance reasonably satisfactory to the Depositor and such Broker Dealer, of a firm of independent public accountants of national reputation to the effect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to the Depositor and the Broker Dealer. Fifty percent (50%) of the costs and expenses of such letter will be paid by each of the Broker Dealer obtaining the same and the Depositor.

Computational Materials. (a) It is understood that Not later than 4:00 p.m. New York City time, on the Underwriters may prepare and provide to prospective investors certain date on which Computational Materials (as defined below) are first used by an Underwriter, said Underwriter shall deliver to the Depositor electronically a complete copy of all materials, if any, provided by such Underwriter to prospective investors in connection with such Notes which constitute "Computational Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Commission Division of Corporation Finance of the SEC to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Commission in response Division of Corporation Finance of the SEC to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide severally and not jointly represents and warrants to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed and agrees with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedDepositor, as of the applicable date hereof and as of the Closing Date, that it did not provide any the Computational Materials furnished to the Depositor by such Underwriter pursuant to this Section 10 constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors with any information in written or electronic form in connection with the offering of the Notes by such Underwriter prior to the time of delivery thereof to the Depositor that is are required to be filed with the Commission SEC with respect to the Notes in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Letters and such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to requirements of the ▇▇▇▇▇▇/PSA Letters. Notwithstanding the foregoing, such Underwriter makes no representation or warranty with respect to statements in any Computational Materials relating to the Financed Student Loans which were furnished by or on behalf of the Bank or the Depositor to such Underwriter.

Computational Materials. (a) It Not later than 10:30 a.m. New York time, on the business day before the date on which the Current Report relating to the Securities is understood that required to be filed by the Underwriters may prepare and provide Seller with the Commission pursuant to Section 5(m) hereof, each Underwriter shall deliver to the Seller five complete copies of all materials, if any, provided by such Underwriter to prospective investors certain in such Securities which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies delivery of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Seller pursuant to subsection this paragraph (a)(iiia) above, such Underwriter shall be deemed effected by delivering four copies of such materials to have represented, as counsel for the Seller on behalf of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering Seller and one copy of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter such materials to the Sponsor of all Seller. The Computational Materials required so delivered shall be accompanied by a letter from KPMG Peat Marwick LLP, addressed to be delivered the Seller and the Representative, in accordance form and substance reasonably satisfactory to the Seller and the Representative, to the effect that KPMG Peat Marwick LLP have performed certain agreed upon procedures with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or respect to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinas a result of which they have determined that such Computational Materials are mathematically correct. (b) The Sponsor shall file Each Underwriter that so delivers Computational Materials represents and warrants to and agrees with the Seller, as of date hereof and as of the Closing Date, that: (i) on the date any such Computational Materials with respect to the Securities were last furnished to each prospective investor by such Underwriter and on the date of delivery thereof to the Seller pursuant to Section 7(a), any Underwriter Derived Information (defined below) included therein did not and will not include any untrue statement of a material fact, or, when read in conjunction with the Prospectus and a prospectus supplement relating to the Securities, did not and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the Computational Materials (if any) provided to it by contain customary legends and are in substantially the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant same form as previously furnished to the ▇▇▇▇▇▇/PSA LettersSeller.

Computational Materials. (a) It is understood that the The Underwriters may prepare and agree to provide to prospective investors certain Computational Materials the Depositor not later than 10:30 a.m., New York time, on the Business Day before the date on which a Current Report on Form 8-K is required to be filed by the Depositor with the Commission pursuant to the No-Action Letters (as defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in connection with the offering of the Notes, subject to the following conditions: Certificates and that constitute (i) The Underwriters shall comply with all applicable laws and regulations in connection with "Computational Materials" within the use meaning of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 and issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset CorporationCorporation and the no-action letter dated May 27, as made applicable to other issuers 1994 and underwriters issued by the Commission in response to the request Division of the Public Securities Association dated May 24, 1994, and the No-Action Letter Corporation Finance of February 17, 1995 issued by the Commission to the Public Securities Association (collectivelytogether, the "▇▇▇▇▇▇/PSA Letters▇ LETTERS"). ) and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have within the meanings given such terms in meaning of the no-action letter dated February 17, 1995 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together with the ▇▇▇▇▇▇/PSA ▇ Letters, but shall include only those the "NO-ACTION LETTERS"), and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in such letter (such materials, the "COMPUTATIONAL MATERIALS" and the "ABS TERM SHEETS," respectively); PROVIDED, HOWEVER, that any ABS Term Sheets are subject to the review and approval of the Depositor prior to their distribution to any prospective investors, and a copy of all such ABS Term Sheets and Computational Materials that have been prepared or as are delivered to prospective investors by or at shall, in addition to the direction foregoing delivery requirements, be delivered to the Depositor simultaneously with delivery thereof to prospective investors. Each delivery of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, and ABS Term Sheets to the extent Depositor pursuant to this SECTION 8(a) shall be effected by delivering four copies of such forms have not previously been approved by materials to counsel for the Sponsor for use by Depositor on behalf of the Depositor and one copy of such Underwritermaterials to the Depositor. Each No Underwriter shall provide to any investor or prospective investor in the Sponsor, Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to be provided to the Depositor pursuant to this SUBSECTION (a) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing on Form 8-K as provided in Section 9(bpursuant to SECTION 5(a), copies of all unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (b) As of the date of this Agreement and as of the Specified Delivery Date, each of the Underwriters represents and warrants to, and agrees with, the Depositor and with each other Underwriter that: (i) the Computational Materials and ABS Term Sheets furnished to the Depositor pursuant to SECTION 8(a) above by such Underwriter, if any, constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors by such Underwriter that are is required to be filed with the Commission with respect to the Certificates in accordance with the No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets developed by such Underwriter with respect to such Certificates (or any written or electronic materials furnished to prospective investors on which such Computational Materials and ABS Term Sheets are based) were last furnished by such Underwriter to a prospective investor and on the date of delivery thereof to the Depositor pursuant to SECTION 8(a) above and on such Specified Delivery Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the ▇▇▇▇▇▇/PSA Letters. Each Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by Collateral Errors (other than Corrected Collateral Errors) or Depositor Mathematical Errors; (iii) such Underwriter may provide copies will not represent to potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the foregoing in a consolidated or aggregated form. All Depositor; and (iv) all Computational Materials described and ABS Term Sheets (or underlying materials distributed to prospective investors on which the Computational Materials and ABS Term Sheets were based) shall bear a legend substantially in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to form of EXHIBIT F or as otherwise reasonably approved by the terms of this AgreementDepositor in writing. (ivc) If an Underwriter does not provide All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; PROVIDED, HOWEVER, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. In the event that any Computational Materials and ABS Term Sheets that are required to be filed were based on assumptions with respect to the Sponsor Mortgage Loans that are incorrect or that differ from the Master Tape in any material respect prior to the printing of the Prospectus, the Underwriters shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the information in the Master Tape and the final Certificate structuring assumptions, shall circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to the Underwriters they would purchase all or any portion of the Certificates, and shall include such revised Computational Materials or ABS Term Sheets (marked "as revised") in the materials delivered to the Depositor pursuant to subsection (a)(iiiSECTION 8(a) above. (d) If, within the period during which a prospectus relating to the Certificates is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Depositor or the related Underwriter, to contain a material error or, when read together with the Prospectus, a material omission, then (unless such material error or omission was corrected in the Prospectus) such Underwriter shall prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected Computational Materials or ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Certificates, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials or ABS Term Sheets (marked, "as corrected") to the Depositor for filing with the Commission in a subsequent Form 8-K submission ( which filing the Depositor shall so complete subject to its obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which the parties acknowledge shall be at the expense of the Mortgage Loan Sellers). As of the date that any Underwriter disseminates any Computational Materials or ABS Term Sheets, such Underwriter shall not have any knowledge or reason to believe that such Computational Materials or ABS Term Sheets disseminated by it contained any material error or, when read together with the Prospectus, any material omission and each Underwriter agrees to promptly notify the Depositor of any such material error or omission of which such Underwriter becomes aware. (e) Each Underwriter shall be deemed to have represented, as of the applicable Closing Specified Delivery Date, that it that, except for Computational Materials and ABS Term Sheets provided to the Depositor pursuant to SECTION 8(a) above, such Underwriter did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes Certificates that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA No-Action Letters. (vf) In the event of any delay in the delivery by an any Underwriter to the Sponsor Depositor of all Computational Materials and ABS Term Sheets required to be delivered in accordance with subsection (a)(iiiSECTION 8(a) above, the Sponsor Depositor shall have the right to delay the release of the Prospectus to investors or to such Underwriterthe Underwriters, to delay the Closing Specified Delivery Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Depositor to comply with its agreement set forth in Section 9(bSECTION 5(a) to file the Computational Materials and ABS Term Sheets by the time specified therein. (bg) The Sponsor shall file Each Underwriter further represents and warrants that, if and to the extent it has provided any prospective investors with any Computational Materials or ABS Terms Sheets prior to the date hereof in connection with the offering of the Certificates, all of the conditions set forth in SUBSECTIONS (if anya), (c), (d) provided to it and (f) of this SECTION 8 have been satisfied with respect thereto. (h) Computational Materials and ABS Term Sheets may be distributed by the Underwriter under Section 9(a)(iii) through electronic means in accordance with the Commission pursuant to a Current Report on Form 8SEC Release No. 33-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters7233 or other applicable laws or regulations.

Computational Materials. (a) It is understood that the Underwriters may prepare and The Underwriter agrees to provide to prospective investors certain the Depositor 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 Depositor to comply with the filing requirement set forth in Section 5(a), all information (in such written or electronic format as required by the Depositor) with respect to the Certificates which constitutes "Computational Materials (Materials", as defined below) in connection with the offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Commission's No-Action Letter of Letter, dated May 20, 1994 issued by the Commission 1994, addressed to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. I▇▇▇▇▇▇, ra▇▇▇ ▇▇▇ Kidder Structured Asset Co▇▇▇▇▇▇ion (the "Kidder Letter"), and th▇▇ Acceptance Corporation I, ▇▇ required to be filed as described in ▇▇▇ ▇▇▇▇, ▇▇▇idder Letter. (b) The Underwriter shall pro▇▇▇▇ & Co. Incorporated ▇o the Depositor, together with the information required to be provided to the Depositor pursuant to Section 8(a) or 8(c)(ii) hereof, a letter, in form and ▇▇▇▇▇▇ Structured Asset Corporationsubstance acceptable to the Depositor, of independent certified public accountants acceptable to Depositor, stating in effect that such independent certified public accountants have performed certain specified procedures, all of which have been agreed to by the Depositor, and that they have verified or confirmed, as made applicable appropriate, the financial, numerical or statistical information to other issuers and underwriters be filed by the Commission in response Depositor as part of the Computational Materials and have found such information to be accurate without exception. Such letter will be obtained at the sole expense of the Underwriter. (i) The Underwriter represents and warrants to, and covenants with, the Depositor that all information provided to the request Depositor pursuant to this Section 8, as of the Public Securities Association dated May 24, 1994, date such information is so provided and as of the No-Action Letter of February 17, 1995 issued date such information is filed by the Depositor with the Commission will not include any untrue statements of a material fact and will not omit to state any material facts required to be stated therein or necessary to make the Public Securities Association (collectivelystatements contained therein, in the "▇▇▇▇▇▇/PSA Letters")light of the circumstances under which they were made, not misleading. (ii) As used hereinThe Underwriter further covenants with the Depositor that if any Computational Materials required to be provided to the Depositor pursuant to Section 8(a) are determined to contain any information that is inaccurate or misleading, "the Underwriter (whether or not such Computational Materials were provided to the Depositor or filed by the Depositor with the Commission) shall promptly prepare and deliver to the Depositor and each prospective investor which received such Computational Materials corrected Computational Materials" and . All information provided to the term "ABS Term Sheets" Depositor pursuant to this Section 8(c)(ii) shall have be provided within the meanings given such terms time periods set forth in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an UnderwriterSection 8(a) hereof. (iii) Each The Underwriter shall provide represents and warrants to the Sponsor with representative forms Depositor that the Underwriter has taken all necessary and required steps to ensure that no written material of all any kind relating to the Certificates (or any certificates similar to the Certificates) will be delivered to potential investors other than Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials and that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all Computational Materials required to be filed pursuant to the Kidder Letter will be provided to the Depositor and to ensure tha▇ ▇▇▇ such Computational Materials are accurate and not misleading. (iv) The Underwriter covenants with Depositor that all Computational Materials delivered in accordance with subsection to prospective investors shall contain the following legend: "THIS INFORMATION IS FURNISHED TO YOU SOLELY BY CS FIRST BOSTON CORPORATION AND NOT BY CS FIRST BOSTON MORTGAGE SECURITIES CORP. (a)(iiiTHE "DEPOSITOR") aboveOR ANY OF ITS AFFILIATES (OTHER THAN THE UNDERWRITER). CS FIRST BOSTON CORPORATION IS NOT ACTING AS AGENT FOR THE DEPOSITOR IN CONNECTION WITH THE PROPOSED TRANSACTION." (d) The Underwriter agrees to indemnify and hold harmless the Depositor, each of the Depositor's officers and directors and each person who controls the Depositor within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act, the Sponsor shall have the right to delay the release of the Prospectus to investors Exchange Act, or to other Federal or State statutory law or regulation, at common law or otherwise, insofar as such Underwriterlosses, to delay the Closing Date and to take other appropriate claims, damages or liabilities (or actions in each case as necessary respect thereof) (i) are based on, result from or arise out of: (A) the Underwriter's use or delivery to any prospective investor in order to allow the Sponsor Certificates of any Computational Materials; (B) the Underwriter's failure to comply with its agreement Section 8(a) or 8(c) hereof; (C) the filing by the Depositor with the Commission of any information pursuant to the last sentence of Section 5(a); or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any information required to be delivered to the Depositor pursuant to Section 8(a) or 8(c) hereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, liability or action. The obligations of the Underwriter under this Section 8 shall be in addition to any liability which the Underwriter may otherwise have. The procedures set forth in Section 9(b7(c) shall be equally applicable to file the Computational Materials by the time specified thereinthis Section 8(d). (be) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in paragraph (d) of this Section 8 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Underwriter on the grounds of policy or otherwise, the Depositor and the Underwriter shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which the Depositor and the Underwriter may be subject in such proportion as is appropriate to reflect the relative fault of the Underwriter on the one hand and the Depositor on the other in connection with the actions, statements or omissions that resulted in such losses, claims, damages or liabilities. The Sponsor relative fault of the Underwriter on the one hand and the Depositor on the other shall file be determined by reference to, among other things, whether the Computational Materials (if any) provided untrue or alleged untrue statement of a material fact or the omission or alleged omission to it state a material fact relates to information supplied by the Underwriter or by the Depositor and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriter and the Depositor agree that it would not be just and equitable if contribution pursuant to this Section 8(e) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable contribution referred to in the immediately preceding paragraph. The right of contribution to which the Depositor is entitled under Section 9(a)(iiithis paragraph (e) shall be equally available to each of the Depositor's officers and directors and each person who controls the Depositor within either the meaning of the Act or the Exchange Act. (f) Notwithstanding any other provision herein, the Underwriter agrees to pay all costs and expenses of the Depositor incurred in connection with (i) the filing by the Depositor of any Computational Material with the Commission pursuant and (ii) any action by the Depositor against the Underwriter to a Current Report on Form enforce any of its rights set forth in this Section 8-K no later than 5:30 p.m., New York timeincluding, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letterswithout limitation, legal fees and expenses.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (Materials, as defined below) , in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 2427, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b)subsection (b) of this Section, copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection paragraph (a)(iiiiii) must be provided to the Sponsor Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection paragraph (a)(iiiiii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection subparagraph (a)(iiiiii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in subsection (b) of this Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (Materials, if any) , provided to it by the Underwriter under Section 9(a)(iiisubsection (a)(iii) of this Seciton with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (as defined below) in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇Kidder, ▇▇▇▇▇▇▇ Peabody Acceptance Corporation I, ▇▇▇▇▇▇Kidder, ▇▇Pe▇▇▇▇▇ & Co. Incorporated and Kidder Structured Asset ▇▇▇▇▇▇ Structured Asset Corporationoration, as made applicable to applica▇▇▇ ▇▇ other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Kidder/PSA Letters"). (ii) As used herein, "Computational ▇▇▇▇▇tational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Kidder/PSA Letters, but shall include only those Computational Com▇▇▇▇▇▇onal Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b11(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Kidder/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor Company not later than 10:00 a.m.A.M., New York Colorado time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Kidder/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in Section 9(b11(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii11(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m.P.M., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Kidder/PSA Letters.

Computational Materials. (a) It Not later than 10:30 a.m. New York City time, on the Business Day before the date on which the Current Report relating to the Notes is understood that 17 required to be filed by the Underwriters may prepare and provide Bank with the SEC pursuant to Section 4(m) hereof, each Underwriter shall deliver to the Bank a complete copy of all materials, if any, provided by such Underwriter to prospective investors certain in such Notes which constitute "Computational Materials (as defined below) in connection with Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Commission Division of Corporation Finance of the SEC to ▇▇▇▇Kidd▇▇, ▇▇ab▇▇▇ ▇▇▇▇▇ Acceptance eptance Corporation I, ▇▇▇▇Kidd▇▇, ▇▇▇▇ab▇▇▇ & Co. Incorporated ▇o. Incorporated, and Kidd▇▇ ▇▇▇▇▇▇ Structured uctured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Commission in response Division of Corporation Finance of the SEC to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (collectively, the "Kidd▇▇/▇▇▇▇/PSA ▇ Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide severally and not jointly represents and warrants to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed and agrees with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedBank, as of date hereof and as of the applicable Closing Date, that it did not provide any the Computational Materials furnished to the Bank by such Underwriter pursuant to Section 8(a) constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors with any information in written or electronic form in connection with the offering of the Notes by such Underwriter prior to the time of delivery thereof to the Bank that is are required to be filed with the Commission SEC with respect to the Notes in accordance with the Kidd▇▇/▇▇▇ Letters and such Computational Materials comply with the requirements of the Kidd▇▇/PSA /▇▇▇ Letters. (v) In . Notwithstanding the event of foregoing, such Underwriter makes no representation or warranty with respect to statements in any delay in the delivery by an Underwriter Computational Materials relating to the Sponsor of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release Financed Student Loans which were furnished by or on behalf of the Prospectus to investors or Bank to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. Each Underwriter which desires to furnish Computational Materials to BSABS shall furnish copies thereof, in both printed and electronic format, to Stroock & Stroock & Lavan LLP no later than 10:00 a.m. New ▇▇▇▇ City time on the business day prior to the day on which the Prospectus Supplement is being cleared for printing. In addition, each Underwriter which has so furnished Computational Materials to BSABS hereby represents as to the materials it has furnished as follows: (a) It is understood that the Underwriters may prepare and provide to prospective investors certain The Computational Materials (as defined below) in connection with the offering of the Notes, subject to the following conditionsso furnished by such Underwriter include all Computational Materials prepared by such Underwriter that: (i) The Underwriters shall comply with all applicable laws are generated based on assumptions regarding the payment priorities and regulations in connection with the use characteristics of Computational Materials including the No-Action Letter a Class of May 20, 1994 Certificates that is actually issued and purchased by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters").an Underwriter; and (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered are provided to prospective investors by or at under the direction following conditions prior to the time of an Underwriter.filing of the Prospectus pursuant to Rule 424(b): (iiiA) Each in the case of each prospective investor that has orally indicated to such Underwriter shall provide that it will purchase all or a portion of the Sponsor with representative forms Class of all Certificates to which such Computational Materials prior relate, the Computational Materials relating to their first usesuch Class that are sent to such prospective investor; and (B) for any other prospective investor, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter. Each Underwriter shall provide to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are sent to be filed with such prospective investor after the Commission pursuant to structure for the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m.Certificates is finalized; PROVIDED, New York timeHOWEVER, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide that the Computational Materials so furnished need not include any Computational Materials that relate to abandoned structures or that are furnished to prospective investors prior to the Sponsor pursuant time that the structure of the Certificates is finalized where such investors have not indicated to subsection (a)(iii) above, such Underwriter shall be deemed their intention to have represented, as purchase the Class or Classes of the applicable Closing Date, that it did not provide any prospective investors with any information Certificates described in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor of all such Computational Materials required to be delivered in accordance with subsection (a)(iii) above, the Sponsor shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified thereinMaterials. (b) The Sponsor shall file Computational Materials included in the Underwriters Information, pursuant to the definition thereof do not contain an untrue statement of a material fact or, when read in conjunction with the Prospectus as an integral document, omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that no representation is made that the Prospectus (exclusive of such Computational Materials and the Underwriters Information) does not include any untrue statements of a material fact and does not omit to state any material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (c) The Computational Materials contain customary legends regarding the assumptions on which they are based and the absence of assurances or representations as to the actual rate or timing of principal payments or prepayments on any of the Mortgage Loans or the performance characteristics of the Certificates, and a statement to the effect that the Computational Materials (if any) provided to it were prepared by the applicable Underwriter under Section 9(a)(iiiin reliance on information regarding the Mortgage Loans furnished by BSABS or the Seller on its behalf. (d) with Neither BSABS nor any of its affiliates participated in the Commission pursuant preparation of the Computational Materials other than by supplying the Seller Mortgage Loan Information to a Current Report the Underwriter. (e) At or prior to the time any Computational Materials are furnished to BSABS for filing on the Form 8-K no later than 5:30 p.m.K, New York timethe Underwriter furnishing such Computational Materials will provide to BSABS and such Underwriter a letter, on the date required pursuant in form and substance reasonably satisfactory to BSABS and such Underwriter, of a firm of independent public accountants of national reputation to the ▇▇▇▇▇▇/PSA Letterseffect that such accountants have performed certain specified procedures with respect to such Computational Materials and have found no exceptions, other than such exceptions as are acceptable to BSABS and the Underwriter.

Computational Materials. (a) It is understood that Not later than 4:00 p.m. New York City time, on the Underwriters may prepare and provide to prospective investors certain date on which Computational Materials (as defined below) are first used by an Underwriter, said Underwriter shall deliver to the Depositor electronically a complete copy of all materials, if any, provided by such Underwriter to prospective investors in connection with such Notes which constitute "Computational Materials" within the offering meaning of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the Nono-Action Letter of action letter dated May 20, 1994 issued by the Commission Division of Corporation Finance of the SEC to ▇▇▇▇Kidd▇▇, ▇▇ab▇▇▇ ▇▇▇▇▇ Acceptance eptance Corporation I, ▇▇▇▇Kidd▇▇, ▇▇abody & Co. Incorporated, and Kidd▇▇ ▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured uctured Asset Corporation, as made applicable to other issuers and underwriters the no-action letter dated May 27, 1994 issued by the Commission in response Division of Corporation Finance of the SEC to the request of the Public Securities Association dated May 24, 1994, and the Nono-Action Letter action letter of February 17, 1995 issued by the Commission SEC to the Public Securities Association (collectively, the "Kidd▇▇/▇▇▇▇/PSA ▇ Letters"). ) and the filing of which is a condition of the relief granted in such letters (ii) As used herein, such materials being the "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor for use by such Underwriter). Each Underwriter shall provide severally and not jointly represents and warrants to the Sponsor, for filing on Form 8-K as provided in Section 9(b), copies of all Computational Materials that are to be filed and agrees with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection (a)(iii) must be provided to the Sponsor not later than 10:00 a.m., New York time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor pursuant to subsection (a)(iii) above, such Underwriter shall be deemed to have representedDepositor, as of the applicable date hereof and as of the Closing Date, that it did not provide any the Computational Materials furnished to the Depositor by such Underwriter pursuant to this Section 10 constitute (either in original, aggregated or consolidated form) all of the materials furnished to prospective investors with any information in written or electronic form in connection with the offering of the Notes by such Underwriter prior to the time of delivery thereof to the Depositor that is are required to be filed with the Commission SEC with respect to the Notes in accordance with the Kidd▇▇/▇▇▇ Letters and such Computational Materials comply with the requirements of the Kidd▇▇/PSA /▇▇▇ Letters. (v) In . To the event of Parties Identified On Schedule 1 Hereto ________________, 1999 Page 17 Notwithstanding the foregoing, such Underwriter makes no representation or warranty with respect to statements in any delay in the delivery by an Underwriter Computational Materials relating to the Sponsor Financed Student Loans which were furnished by or on behalf of all Computational Materials required to be delivered in accordance with subsection (a)(iii) above, Resources or the Sponsor shall have the right to delay the release of the Prospectus to investors or Depositor to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor to comply with its agreement set forth in Section 9(b) to file the Computational Materials by the time specified therein. (b) The Sponsor shall file the Computational Materials (if any) provided to it by the Underwriter under Section 9(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.

Computational Materials. (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials (Materials, as defined below) , in connection with the Company's offering of the Notes, subject to the following conditions: (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 2427, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "▇▇▇▇▇▇/PSA Letters"). (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the ▇▇▇▇▇▇/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter. (iii) Each Underwriter shall provide the Sponsor Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Sponsor Company for use by such Underwriter. Each Underwriter shall provide to the SponsorCompany, for filing on Form 8-K as provided in Section 9(b12(b), copies of all Computational Materials that are to be filed with the Commission pursuant to the ▇▇▇▇▇▇/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this subsection paragraph (a)(iiiiii) must be provided to the Sponsor Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement. (iv) If an Underwriter does not provide the Computational Materials to the Sponsor Company pursuant to subsection paragraph (a)(iiiiii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the ▇▇▇▇▇▇/PSA Letters. (v) In the event of any delay in the delivery by an Underwriter to the Sponsor Company of all Computational Materials required to be delivered in accordance with subsection subparagraph (a)(iiiiii) above, the Sponsor Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Sponsor Company to comply with its agreement set forth in Section 9(b12(b) to file the Computational Materials by the time specified therein. (b) The Sponsor Company shall file the Computational Materials (Materials, if any) , provided to it by the Underwriter under Section 9(a)(iii12(a)(iii) with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the ▇▇▇▇▇▇/PSA Letters.