Common use of Computational Materials Clause in Contracts

Computational Materials. The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation IAcceptancx Xxxxorxxxxx X, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriters: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the penultimate paragraph relating to the estimated fees and expenses and the last paragraph thereof) is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Prospectus. Trustee: Chase Manhattan Trust Company, National Association, will act as Trustee of the Trust.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to 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 such term is defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX 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 (collectivelytogether with the Xxxxxx Letters, the "PSA LettersNO-ACTION LETTERS")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term SheetsCOMPUTATIONAL 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" disseminated 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) shall be effected by it in connection with delivering four copies of such materials to counsel for the Underwritten Certificates Depositor on behalf of the Depositor and all "Series Term Sheets" (as one copy of such term is defined materials to the Depositor. No Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this SUBSECTION (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing pursuant to SECTION 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to 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 such term is defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX 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 (collectivelytogether with the Xxxxxx Letters, the "PSA LettersNO-ACTION LETTERS")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term SheetsCOMPUTATIONAL 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" disseminated 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) shall be effected by it in connection with delivering four copies of such materials to counsel for the Underwritten Certificates Depositor on behalf of the Depositor and all "Series Term Sheets" (as one copy of such term is defined materials to the Depositor. Neither Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this SUBSECTION (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing pursuant to SECTION 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. The (a) 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 17 required to be filed by the Bank with the SEC pursuant to Section 4(m) hereof, each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes shall deliver to the Bank a complete copy of all materials, if any, provided by such Underwriter to prospective investors in such Notes which constitute "Collateral Term SheetsComputational Materials" (as such term is defined in within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe Xxxxxx issued by the Division of Corporation Finance of the SEC to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx & Xo. Incorporated, and Kiddxx Xxxuctured Asset Corporation, the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the SEC to the Public Securities Association dated and the no-action letter of February 17, 1995 issued by the SEC to the Public Securities Association (collectively, the "PSA Kiddxx/XXX Letters")) disseminated by it and the filing of which is a condition of the relief granted in connection with such letters (such materials being the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate severally and complete in all material respects not jointly represents and (ii) the Company's independent public accountants have determined that the Derived Information warrants to and agrees with the Computer TapeBank, to indemnify as of date hereof and hold harmless the Company, each as of the Company's officers and directors and each person who controls Closing Date, that the Company within Computational Materials furnished to the meaning of Bank by such Underwriter pursuant to Section 15 8(a) constitute (either in original, aggregated or consolidated form) all of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, materials furnished to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained prospective investors in the Derived Information prepared Notes by such Underwriter prior to the Underwriter and incorporated by reference into time of delivery thereof to the Registration Statement, or arise out of or Bank that are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make filed with the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount SEC with respect to the indemnities provided hereunder Notes in excess accordance with the Kiddxx/XXX Letters and such Computational Materials comply with the requirements of the underwriting discount Kiddxx/XXX Letters. Notwithstanding the foregoing, such Underwriter makes no representation or commission applicable warranty with respect to statements in any Computational Materials relating to the Underwritten Certificates purchased Financed Student Loans which were furnished by it hereunderor on behalf of the Bank to such Underwriter.

Computational Materials. The Underwriter Each underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-no- action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Computation Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages damages, or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust. 5 BLUE SKY QUALIFICATIONS. The Underwriters specify no jurisdictions and the parties do not intend to qualify the Underwritten Securities in any jurisdiction. The Company has agreed to pay all costs and expenses incurred in connection with the preparation of a blue sky survey to be delivered on or prior to the Closing Date.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to 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 such term is defined below) (each, a "Current Report") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx 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 (collectivelytogether with the Xxxxxx Letters, the "PSA No-Action Letters")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with and the Underwritten Certificates and all "Series 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) shall be effected by delivering four copies of such term is defined materials to counsel for the Depositor on behalf of the Depositor and one copy of such materials to the Depositor. No Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this subsection (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this subsection (a)) for filing pursuant to Section 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. The Each Underwriter hereby severally represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets," "Structural Term Sheets" and "Computational Materials" (as such term is terms are defined in the no-action letters addressed to KidderXxxxxx, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; and all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is terms are defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996)) disseminated by it in connection with the Underwritten Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act") (each, an "indemnified party"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement or omission or alleged omission therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriters: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the last paragraph thereof relating to estimated fees and expenses) is the only information furnished by the Underwriters for inclusion in the Registration Statement, the Prospectus or the Prospectus Supplement.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20Xxx 00, 1994 anx xx xhe Xxxxxx 0000 xxd to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; Certificates and (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996)Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. (a) The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Underwriters agree to provide to 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 such term is defined below) (each, a "CURRENT REPORT") five complete copies of all materials that have been provided by the Underwriters to prospective investors in the Certificates and that constitute (i) "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe and issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 and issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "XXXXXX 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 (collectivelytogether with the Xxxxxx Letters, the "PSA LettersNO-ACTION LETTERS")) disseminated by it , and the Underwriters acknowledge that the filing of such materials is a condition of relief granted in connection with such letter (such materials, the Underwritten Certificates; all "Structural Term SheetsCOMPUTATIONAL 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" disseminated 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) shall be effected by it in connection with delivering four copies of such materials to counsel for the Underwritten Certificates Depositor on behalf of the Depositor and all "Series Term Sheets" (as one copy of such term is defined materials to the Depositor. No Underwriter shall provide to any investor or prospective investor in the no-action letter addressed Certificates any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials or ABS Term Sheets are required to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as be provided to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either Depositor pursuant to this SUBSECTION (ia) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural copies of Computational Materials or ABS Term Sheets and/or previously submitted to the Depositor in accordance with this SUBSECTION (a)) for filing pursuant to SECTION 5(a), unless such Computational Materials) Materials or (ii) any computer tape furnished ABS Term Sheets are preceded or accompanied by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement delivery of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, Prospectus to such investor or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunderprospective investor.

Computational Materials. The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" Not later than 4:00 p.m. New York City time, on the 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 term is defined Underwriter to prospective investors in such Notes which constitute "Computational Materials" within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe Xxxxxx issued by the Division of Corporation Finance of the SEC to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabody & Co. Incorporated, and Kiddxx Xxxuctured Asset Corporation, the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the SEC to the Public Securities Association dated and the no-action letter of February 17, 1995 issued by the SEC to the Public Securities Association (collectively, the "PSA Kiddxx/XXX Letters")) disseminated by it and the filing of which is a condition of the relief granted in connection with such letters (such materials being the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate severally and complete in all material respects not jointly represents and (ii) the Company's independent public accountants have determined that the Derived Information warrants to and agrees with the Computer TapeDepositor, to indemnify and hold harmless the Company, each as of the Company's officers date hereof and directors and each person who controls the Company within the meaning of Section 15 as of the Securities Act Closing Date, that 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 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, materials furnished to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained prospective investors in the Derived Information prepared Notes by such Underwriter prior to the Underwriter and incorporated by reference into time of delivery thereof to the Registration Statement, or arise out of or Depositor that are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make filed with the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount SEC with respect to the indemnities provided hereunder Notes in excess accordance with the Kiddxx/XXX Letters and such Computational Materials comply with the requirements of the underwriting discount Kiddxx/XXX Letters. To the Parties Identified On Schedule 1 Hereto ________________, 1999 Page 17 Notwithstanding the foregoing, such Underwriter makes no representation or commission applicable warranty with respect to statements in any Computational Materials relating to the Underwritten Certificates purchased Financed Student Loans which were furnished by it hereunderor on behalf of Resources or the Depositor to such Underwriter.

Computational Materials. The Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriter: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the last paragraph relating to the estimated fees and expenses) is the only information furnished by the Underwriter for inclusion in the Registration Statement and the Final Prospectus. Trustee: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The (a) 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 required to be filed by the Bank with the SEC pursuant to Section 4(m) hereof, each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes shall deliver to the Bank a complete copy of all materials, if any, provided by such Underwriter to prospective investors in such Notes which constitute "Collateral Term SheetsComputational Materials" (as such term is defined in within the meaning of the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. letter dated May 20, 1994 anx xx xhe Xxxxxx issued by the Division of Corporation Finance of the SEC to Kiddxx, Xxabxxx Xxxeptance Corporation I, Kiddxx, Xxabxxx & Xo. Incorporated, and Kiddxx Xxxuctured Asset Corporation, the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the SEC to the Public Securities Association dated and the no-action letter of February 17, 1995 issued by the SEC to the Public Securities Association (collectively, the "PSA Kiddxx/XXX Letters")) disseminated by it and the filing of which is a condition of the relief granted in connection with such letters (such materials being the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate severally and complete in all material respects not jointly represents and (ii) the Company's independent public accountants have determined that the Derived Information warrants to and agrees with the Computer TapeBank, to indemnify as of date hereof and hold harmless the Company, each as of the Company's officers and directors and each person who controls Closing Date, that the Company within Computational Materials furnished to the meaning of Bank by such Underwriter pursuant to Section 15 8(a) constitute (either in original, aggregated or consolidated form) all of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, materials furnished to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained prospective investors in the Derived Information prepared Notes by such Underwriter prior to the Underwriter and incorporated by reference into time of delivery thereof to the Registration Statement, or arise out of or Bank that are based upon the omission or alleged omission to state in such Derived Information a material fact required to be stated therein or necessary to make filed with the statements therein, in the light of the circumstances under which they were made, not misleading (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount SEC with respect to the indemnities provided hereunder Notes in excess accordance with the Kiddxx/XXX Letters and such Computational Materials comply with the requirements of the underwriting discount Kiddxx/XXX Letters. Notwithstanding the foregoing, such Underwriter makes no representation or commission applicable warranty with respect to statements in any Computational Materials relating to the Underwritten Certificates purchased Financed Student Loans which were furnished by it hereunderor on behalf of the Bank to such Underwriter.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996)) disseminated by it in connection with the Underwritten Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by each Underwriter: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. Trustee: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriter: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the last paragraph thereof relating to estimated fees and expenses) is the only information furnished by the Underwriter for inclusion in the Registration Statement and the Prospectus. Trustee: Wells Fargo Bank Minnesota, National Association, will act as Trustee xx xxe Trust.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten CertificatesCertifidates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, 3 Discover Card Master Trust I dated April 5, 1996)) disseminated by it in connection with the Underwritten Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, ,et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) , disseminated by it in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust. BLUE SKY QUALIFICATIONS: The Underwriters specify no jurisdictions and the parties do not intend to qualify the Underwritten Securities in any jurisdiction. The Company has agreed to pay all costs and expenses incurred in connection with the preparation of a blue sky survey to be delivered on or prior to the Closing Date. 3

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx 1994, and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; Certificates and (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996)Certificates. For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter severally agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the any Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the any Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. INFORMATION PROVIDED BY EACH UNDERWRITER: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement and the sentence regarding each Underwriter's intention to establish a market in the Underwritten Certificates on the Cover Page of the Prospectus Supplement is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Final Prospectus. TRUSTEE: PNC Bank, National Association will act as Trustee of the Trust.

Computational Materials. The Each Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged ged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx and xx xhe xxe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Underwriter hereby represents and warrants that (i) any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to KidderXxxxxx, Peabody Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx and to the Public Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it in connection with the Underwritten Certificates; (ii) any information attached hereto as Exhibit 2 constitutes all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and (iii) any information attached hereto as Exhibit 3 constitutes all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter in writing or through electronic transmission), ) and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the Underwriter under this paragraph shall be in addition to any liability which the Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder.

Computational Materials. The Each Underwriter hereby represents and warrants that any information attached hereto as Exhibit 1 constitutes all "Collateral Term Sheets" (as such term is defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995 (collectively, the "PSA Letters")) disseminated by it them in connection with the Underwritten Certificates; all "Structural Term Sheets" and "Computational Materials" disseminated by it in connection with the Underwritten Certificates and all "Series Term Sheets" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996). For purposes hereof, as to the each Underwriter, the term "Derived Information" means such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in either (i) the Prospectus Supplement or Original Prospectus taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any computer tape furnished by the Company (the "Computer Tape"). The Each Underwriter agrees, assuming (i) all information provided by the Company (including the Computer Tape) is accurate and complete in all material respects and (ii) the Company's independent public accountants have determined that the Derived Information agrees with the Computer Tape, to indemnify and hold harmless the Company, each of the Company's officers and directors and each person who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information prepared by the such Underwriter and incorporated by reference into the Registration Statement, or arise out of or are based upon the omission or alleged omission to state in such Derived Information 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 misleading, (except that no such indemnity shall be available for any losses, claims, damages or liabilities, or actions in respect thereof to the extent any such untrue statement or alleged untrue statement therein results directly from an error in the information on the Computer Tape or in any other information concerning the Mortgage Loans or the Contracts provided by the Company to the Underwriter Underwriters in writing or through electronic transmission), ) and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The obligations of the an Underwriter under this paragraph shall be in addition to any liability which the such Underwriter may otherwise have. Notwithstanding the provisions of this paragraph, the no Underwriter shall not be required to pay any amount with respect to the indemnities provided hereunder in excess of the underwriting discount or commission applicable to the Underwritten Certificates purchased by it hereunder. Information Provided by the Underwriters: It is understood and agreed that the information set forth under the heading "Underwriting" in the Prospectus Supplement (except for the penultimate paragraph relating to the estimated fees and expenses and the last paragraph thereof) is the only information furnished by the Underwriters for inclusion in the Registration Statement and the Prospectus. Trustee: Chase Manhattan Trust Company, National Association, will act as Trustee of the Trust.