Common use of Offering by the Underwriter Clause in Contracts

Offering by the Underwriter. (a) The Company and CPS are advised by the Underwriter that it proposes to make a public offering of the Notes, as set forth in the Final Prospectus, from time to time as and when the Underwriter deems advisable after the Execution Time. The Company agrees that the Underwriter may, but is not obligated to, make a market in the Notes and that any such market making by the Underwriter may be discontinued at any time in the sole discretion of the Underwriter. (b) The Underwriter may prepare and provide to prospective investors certain Computational Materials, ABS Term Sheets or Collateral Term Sheets in connection with its offering of the Notes, subject to the following conditions: (i) The Underwriter shall comply with the requirements of the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain aff▇▇▇▇▇▇s, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Kidder/PSA Letter"), and the requirements of the No-Action L▇▇▇▇▇ of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (ii) F▇▇ ▇▇▇poses hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by the Underwriter.

Offering by the Underwriter. (a) The Company and CPS are advised by It is understood that the Underwriter that it proposes Underwriters propose to make a offer the Underwritten Certificates subject to this Agreement for sale to the public offering of the Notes, as set forth in the Final Prospectus, from time to time as and when the Underwriter deems advisable after the Execution Time. The Company agrees that the Underwriter may, but is not obligated to, make a market in the Notes and that any such market making by the Underwriter may be discontinued at any time in the sole discretion of the Underwriter. (b) The Each Underwriter may prepare and provide agrees that it shall not enter into any Contract of Sale with any investor with respect to prospective investors certain Computational Materials, ABS Term Sheets or Collateral Term Sheets any class of Underwritten Certificates with a minimum denomination of $1,000 until the Prospectus has been delivered to such investor. (c) In the event that an Underwriter uses a "road show" (as defined in Rule 433(h)(4) under the Act) in connection with its the offering of the NotesUnderwritten Certificates, subject the Underwriter agrees that all information in such road show shall be provided orally only and not as a "written communication" (as defined in Rule 405 under the Act). Each Underwriter agrees that any slideshow used in connection with a road show (i) shall only be provided as part of the road show and not separately, (ii) if handed out at any meeting as a hard copy, shall be retrieved prior to the following conditionsend of the meeting and (iii) will otherwise be used only in a manner that does cause the slideshow to be treated as a "free writing prospectus" (as defined in Rule 405 under the Act). (d) If any "written communication" (as defined in Rule 405 under the Act) in connection with the offering of the Underwritten Certificates contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, when taken together with all information that was conveyed to any person with whom a Contract of Sale was entered into, then the applicable Underwriter shall provide any such person with the following: (i) The Underwriter shall comply with the requirements Adequate disclosure of the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain aff▇▇▇▇▇▇s, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Kidder/PSA Letter"), and the requirements of the No-Action L▇▇▇▇▇ of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters").contractual arrangement; (ii) F▇▇ ▇▇▇poses hereof, "Computational Materials" shall have Adequate disclosure of the meaning given such term person's rights under the existing Contract of Sale at the time termination is sought; (iii) Adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the No-Action Letters, but shall include only those Computational Materials that have been prepared information given at the time of the original Contract; and (iv) A meaningful ability to elect to terminate or delivered not terminate the prior Contract of Sale and to prospective investors by the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets elect to enter into or Collateral Term Sheets that have been prepared or delivered to prospective investors by the Underwriternot enter into a new Contract of Sale.

Offering by the Underwriter. (a) The Company and CPS are advised by It is understood that the Underwriter that it proposes shall offer the Offered Notes for sale to make a the public offering of the Notes, as set forth in the Final Preliminary Prospectus and the Prospectus, from time to time as and when the Underwriter deems advisable after the Execution Time. The Company agrees that the Underwriter may, but is not obligated to, make a market in the Notes and that any such market making by the Underwriter may be discontinued at any time in the sole discretion of the Underwriter. (b) The Underwriter may prepare represents and provide to prospective investors certain Computational Materialswarrants that it has complied in all material respects, ABS Term Sheets and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or Collateral Term Sheets in connection with its offering of delivers the NotesOffered Notes or distributes the Prospectus. Furthermore, subject to the following conditions: (i) The such Underwriter shall comply with the requirements all applicable laws and regulations in connection with all offers, solicitations and sales of the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain aff▇▇▇▇▇▇s, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Kidder/PSA Letter"), Offered Notes and the requirements use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the No-Action L▇▇▇▇▇ of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters")Act. (iic) F▇▇ ▇▇▇poses hereofThe Underwriter represents and agrees that, "Computational Materials" shall have (a) it has not delivered, and will not deliver without the meaning given prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Company, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Rating Agency, such term in Underwriter is authorized to inform such Rating Agency that it will respond to the No-Action Lettersoral communication with a designed representative from the Company or refer such Rating Agency to the Company, but shall include only those Computational Materials that have been prepared or delivered who may respond to prospective investors by the Underwriteroral communication. For purposes hereofof this paragraph, "ABS Term Sheets" “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and "Collateral Term Sheets" shall have the meanings given such terms legal structure of the Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors each case as contemplated by the UnderwriterRule 17g5(a)(3)(iii)(C).

Offering by the Underwriter. (a) The Company and CPS are advised by It is understood that the Underwriter that it proposes to make a offer the Certificates that are Registered Certificates for sale to the public offering of the Notes, as set forth in the Final Prospectus, from time to time as and when the Underwriter deems advisable after the Execution Time. The Company agrees that the Underwriter may, but is not obligated to, make a market in the Notes and that any such market making by the Underwriter may be discontinued at any time in the sole discretion of the Underwriter. (b) The Each Underwriter may prepare severally covenants and provide agrees with the Company as to prospective investors certain Computational Materials, ABS Term Sheets or Collateral Term Sheets in connection with its offering of the Notes, subject to the following conditionsitself that: (i) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act or access thereto is made available pursuant to Rule 173 of the Securities Act, the Underwriter shall not convey or deliver any written communication to any person in connection with the initial offering of the Certificates, unless such written communication (1) is made in reliance on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (3) is a Free Writing Prospectus. (ii) An Underwriter may convey a Preliminary Term Sheet to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that (x) such Underwriter shall not enter into a Contract of Sale with such investor unless the Underwriter has complied with paragraph (i) above prior to such Contract of Sale, (y) such Underwriter shall deliver a copy of the proposed Preliminary Term Sheet to the Depositor and its counsel prior to the anticipated first use and shall not convey any such Preliminary Term Sheet to which the Depositor or its counsel reasonably objects. (iii) An Underwriter may convey Computational Materials (x) to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that (A) such Underwriter shall not enter into a Contract of Sale with such investor unless the Underwriter has complied with paragraph (i) above prior to such Contract of Sale and (B) such Computational Materials shall not be disseminated in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, however, that if such Computational Materials are disseminated in a manner reasonably designed to lead to its broad unrestricted dissemination, such Underwriter shall file with the Commission such Computational Materials, and (y) to an investor after a Contract of Sale, provided that the Underwriter has complied with paragraph (i) above in connection with such Contract of Sale. The Underwriter shall comply keep sufficient records of any conveyance of Computational Materials to potential or actual investors and shall maintain such records as required by the Rules and Regulations. (iv) If an Underwriter does not furnish a Free Writing Prospectus that is required to be filed with the requirements of the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain aff▇▇▇▇▇▇s, as made applicable to other issuers and underwriters by the Commission in response Depositor’s counsel prior to the request scheduled print date of the Public Securities Association dated May 24Final Prospectus, 1994 such Underwriter will be deemed to have represented that it did not convey any such Free Writing Prospectus to any potential investor. (collectivelyv) Each Free Writing Prospectus shall contain legends that are substantially similar to the following: The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the "Kidder/PSA Letter"), base prospectus in that registration statement and other documents the requirements of issuer has filed with the No-Action LSEC for more complete information about the issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ of February 17on the SEC website at ▇▇▇.▇▇▇.▇▇▇. Alternatively, 1995 issued the issuer, any underwriter or any dealer participating in the offering will arrange to send you the base prospectus if you request it by calling toll-free 1-877-858-5407. This free writing prospectus is not required to contain all information that is required to be included in the Commission base prospectus. The information in this free writing prospectus is preliminary and is subject to completion or change. The information in this free writing prospectus, if conveyed prior to the Public Securities Association (time of your commitment to purchase, supersedes information contained in any prior similar free writing prospectus relating to these securities. This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted. This free writing prospectus is being delivered to you solely to provide you with information about the "PSA Letter" andoffering of the offered certificates referred to in this free writing prospectus and to solicit an indication of your interest in purchasing such offered certificates, together with when, as and if issued. Any such indication of interest will not constitute a contractual commitment by you to purchase any of the Kidder/PSA Letter, the "No-Action Letters")offered certificates. You may withdraw your indication of interest at any time. (iivi) F▇▇ ▇▇▇poses hereof, "Any Computational Materials" shall have the meaning given such term in the No-Action Letters, but Materials shall include only legends, in addition to those Computational Materials specified in paragraph (vi) above, substantially similar to the following: The information in this free writing prospectus may be based on preliminary assumptions about the pool assets and the structure. Any such assumptions are subject to change. The information in this free writing prospectus may reflect parameters, metrics or scenarios specifically requested by you. If so, prior to the time of your commitment to purchase, you should request updated information based on any parameters, metrics or scenarios specifically required by you. Neither the issuer of the securities nor any of its affiliates prepared, provided, approved or verified any statistical or numerical information presented in this free writing prospectus, although that have been prepared or delivered to prospective investors information may be based in part on loan level data provided by the Underwriter. For purposes hereof, "ABS Term Sheets" issuer or its affiliates. (vii) Each Underwriter severally agrees to retain all Free Writing Prospectuses that it has used and "Collateral Term Sheets" that are not filed pursuant to this Section 4 for a period of three years following the initial bona fide offering of the Registered Certificates. (c) The following terms shall have the meanings given such terms in set forth below, unless the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by the Underwriter.context clearly indicates otherwise:

Offering by the Underwriter. (a) The Company and CPS are advised by It is under stood that ---------------------------- after the Effective Date the Underwriter that it proposes to make a offer the Certificates for sale to the public offering of the Notes, as set forth in the Final Prospectus, from time to time as and when the Underwriter deems advisable after the Execution Time. The Company agrees that the Underwriter may, but is not obligated to, make a market in the Notes and that any such market making by the Underwriter may be discontinued at any time in the sole discretion of the Underwriter. (b) The Underwriter may prepare and provide to prospective investors certain Computational Materialsthe 1998-8 Term Sheet, ABS dated September 8, 1998, relating to the Certificates (the "1998-8 Term Sheets or Collateral Term Sheets in connection with its offering of Sheet") prepared by the NotesBank and attached hereto ----------------- as Exhibit A, subject to the following conditions: (i) The Underwriter shall comply have complied with the requirements of (A) the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to KidderKidd▇▇, Peabody Acceptance Corporation I and certain aff▇▇ab▇▇▇ ▇▇▇eptance Corporation I, Kidd▇▇, Peabody & Co. Incorporated and Kidd▇▇ ▇▇▇suctured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in the response to the request of the Public Securities Association Association, dated May 24, 1994 (collectively, the "KidderKidd▇▇/PSA ▇▇▇ Letter"), and (B) the ----------------- requirements of the Nono-Action L▇▇▇▇▇ of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA --- Letter") and (C) the requirements of the no-action letter, dated April ------ 5, 1996, issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and, together with the KidderKidd▇▇/▇▇▇ Letter and the PSA ---------------- Letter, the "No-Action Letters").. ----------------- (ii) F▇▇ ▇▇▇poses The Underwriter represents and warrants to the Bank that (a) it has not and will not use any information that constitutes "Computational Materials" with respect to the offering of the Certificates unless it has obtained the prior written consent of the Bank to such usage and (b) other than the 1998-8 Term Sheet, it has not and will not use any information that constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets" with respect to the offering of the Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning given such ----------------- term in the Greenwood Letter and "Computational Materials" shall have ----------------------- the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by the Underwriter. For purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral --------------- ---------------------- ---------- Term Sheets" shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by the Underwriter----------- Letter.

Offering by the Underwriter. (a) The Company Company, and CPS are advised by the Underwriter that it proposes to make a public offering of the Class A Notes, as set forth in the Final Prospectus, from time to time as and when the Underwriter deems advisable after the Execution TimeRegistration Statement becomes effective. The Company agrees that the Underwriter may, but is not obligated to, make a market in the Class A Notes and that any such market making by the Underwriter may be discontinued at any time in the sole discretion of the Underwriter. (b) The Company and CPS are advised by the Underwriter may prepare and provide to prospective investors certain Computational Materials, ABS Term Sheets or Collateral Term Sheets in connection with its offering that the Underwriter will make offers of the NotesCertificates on the terms set forth in the Private Placement Memorandum, subject as amended or supplemented, solely to the following conditions: (i) The persons whom the Underwriter shall comply with reasonably believes to be "qualified institutional buyers" as defined in Rule 144A under the requirements of the No-Action Letter of May 201933 Act (each, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain aff▇▇▇▇▇▇s, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the a "Kidder/PSA LetterQIB"), and/or (ii) a limited number of other institutional "accredited investors", as defined in Rule 501(a)(1), (2), (3) or (7) under the 1933 Act, that make certain representations and agreements to the Underwriter and the requirements of the No-Action L▇▇▇▇▇ of February 17Seller (each, 1995 issued by the Commission to the Public Securities Association (the and "PSA LetterAccredited Investor" and, together with the Kidder/PSA LetterQIBs, the "No-Action LettersEligible Purchasers"); (c) The Underwriter represents and warrants to the Company and CPS that it is an "accredited investor" as defined in Rule 501(a)(1) under the 1933 Act and a Qualified Institutional Buyer within the meaning of Rule 144A of the 1933 Act. (d) The Underwriter acknowledges that (i) the Certificates have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the 1933 Act and (ii) F▇▇ upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act, the Certificates (and all notes issued in exchange therefore or in substitution thereof) shall bear the following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND SUBJECT TO THE RECEIPT BY THE TRUSTEE AND THE SELLER OF A CERTIFICATION OF THE TRANSFEREE, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (3) IN RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUBJECT TO THE RECEIPT BY THE TRUSTEE, OF A CERTIFICATION OF THE TRANSFEREE (SATISFACTORY TO THE TRUSTEE) AND AN OPINION OF COUNSEL (SATISFACTORY TO THE TRUSTEE AND THE SELLER) TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND IN COMPLIANCE WITH THE TRANSFER REQUIREMENTS SET FORTH IN SECTION 3.4 OF THE TRUST AGREEMENT. IN NO EVENT SHALL THIS SECURITY BE TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN, TRUST ANNUITY OR ACCOUNT SUBJECT TO ERISA OR A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE, (ANY SUCH PLAN, TRUST OR ACCOUNT BEING REFERRED TO AS AN "EMPLOYEE PLAN"), A TRUSTEE OF ANY EMPLOYEE PLAN, OR AN ENTITY, ACCOUNT OR OTHER POOLED INVESTMENT FUND THE UNDERLYING ASSETS OF WHICH INCLUDE OR ARE DEEMED TO INCLUDE EMPLOYEE PLAN ASSETS BY REASON OF AN EMPLOYEE PLAN'S INVESTMENT IN THE ENTITY, ACCOUNT OR OTHER POOLED INVESTMENT FUND. INCLUDED WITHIN THE DEFINITION OF "EMPLOYEE PLANS" ARE, WITHOUT LIMITATION, ▇▇▇poses hereof▇▇ (HR-10) PLANS, "Computational Materials" shall have IRA's (INDIVIDUAL RETIREMENT ACCOUNTS OR ANNUITIES) AND OTHER EMPLOYEE BENEFIT PLANS, SUBJECT TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. (e) The Underwriter agrees that it and each of its affiliates will not offer or sell the Certificates by means of any form of general solicitation or general advertising, within the meaning given such term of Rule 502(c) under the 1933 Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (f) The Underwriter acknowledges that none of the Trust, the Seller or CPS, nor any person representing the Trust, the Seller or CPS, has made any representation with respect to the Trust, the Seller, CPS or the offering or sale of the Certificates, other than the information contained in the No-Action LettersPrivate Placement Memorandum, but shall include only those Computational Materials that have which has been prepared or delivered to prospective investors by it and upon which it is relying in making its investment decision with respect to the UnderwriterCertificates. For purposes hereofThe Underwriter affirms that it has access to such financial and other information concerning the Trust, "ABS Term Sheets" the Seller, CPS and "Collateral Term Sheets" shall have the meanings given such terms Certificates as it has deemed necessary in connection with its decision to purchase Certificates, including an opportunity to ask questions of and request information from the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by Trust, the UnderwriterSeller and CPS.

Offering by the Underwriter. (a) The Company and CPS are advised by It is understood that the Underwriter that it proposes to make a offer the Underwritten Notes for sale to the public offering of the Notes, as set forth in the Final Prospectus, from time to time as and when the Underwriter deems advisable after the Execution Time. The Company agrees that the Underwriter may, but is not obligated to, make a market in the Notes and that any such market making by the Underwriter may be discontinued at any time in the sole discretion of the Underwriter. (b) The Underwriter may prepare covenants and provide agrees with the Company as to itself that: (i) Prior to entering into any Contract of Sale, the Underwriter shall convey the Pricing Free Writing Prospectus to each prospective investors certain Computational Materialsinvestor. (ii) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act or access thereto is made available pursuant to Rule 173 of the Securities Act, ABS Term Sheets the Underwriter shall not convey or Collateral Term Sheets deliver any written communication to any person in connection with its the initial offering of the Notes, subject unless such written communication (1) is made in reliance on Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (3) is a Free Writing Prospectus. (iii) The Underwriter may convey a Preliminary Term Sheet to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that (x) the following conditions: Underwriter shall not enter into a Contract of Sale with such investor unless the Underwriter has complied with paragraph (i) above prior to such Contract of Sale, (y) the Underwriter shall deliver a copy of the proposed Preliminary Term Sheet to the Depositor and its counsel prior to the anticipated first use and shall not convey any such Preliminary Term Sheet to which the Depositor or its counsel reasonably objects. (iv) The Underwriter may convey Computational Materials (x) to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that (A) the Underwriter shall not enter into a Contract of Sale with such investor unless the Underwriter has complied with paragraph (i) above prior to such Contract of Sale and (B) such Computational Materials shall not be disseminated in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, however, that if such Computational Materials are disseminated in a manner reasonably designed to lead to its broad unrestricted dissemination, the Underwriter shall file with the Commission such Computational Materials, and (y) to an investor after a Contract of Sale, provided that the Underwriter has complied with paragraph (i) above in connection with such Contract of Sale. The Underwriter shall comply keep sufficient records of any conveyance of Computational Materials to potential or actual investors and shall maintain such records as required by the Rules and Regulations. (v) If the Underwriter does not furnish a Free Writing Prospectus to the Depositor’s counsel prior to the scheduled print date of the Final Prospectus, the Underwriter will be deemed to have represented that it did not convey any Free Writing Prospectus to any potential investor. (vi) Each Free Writing Prospectus shall contain legends that are substantially similar to the following: The depositor has filed a registration statement (including a prospectus) with the requirements of SEC for the No-Action Letter of May 20offering to which this free writing prospectus relates. Before you invest, 1994 issued you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by the Commission to Kidder, Peabody Acceptance Corporation I and certain aff▇▇▇▇▇▇s, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "Kidder/PSA Letter"), and the requirements of the No-Action Lvisiting ▇▇▇▇▇ of February 17on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, 1995 issued the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-8[zz-zzz-zzzz]. This free writing prospectus does not contain all information that is required to be included in the Commission base prospectus and the prospectus supplement. The information in this free writing prospectus supersedes information contained in any prior similar free writing prospectus relating to these securities prior to the Public Securities Association time of your commitment to purchase. The asset-backed securities referred to in this free writing prospectus are being offered when, as and if issued. In particular, you are advised that asset-backed securities, and the asset pools backing them, are subject to modification or revision (the "PSA Letter" andincluding, together with the Kidder/PSA Letteramong other things, the "Nopossibility that one or more classes of securities may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the securities may not be issued that have the characteristics described in this free writing prospectus. Our obligation to sell securities to you is conditioned on the securities having the characteristics described in this free writing prospectus. If that condition is not satisfied, we will notify you, and neither the issuer nor [the] [any] underwriter will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-Action Letters")delivery. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the asset-backed securities referred to in this free writing prospectus and to solicit an indication of your interest in purchasing such securities, when, as and if issued. Any such indication of interest will not constitute a contractual commitment by you to purchase any of the securities. (iivii) F▇▇ ▇▇▇poses hereof, "Any Computational Materials" shall have the meaning given such term in the No-Action Letters, but Materials shall include only legends, in addition to those Computational Materials specified in paragraph (vi) above, substantially similar to the following: The information in this free writing prospectus may be based on preliminary assumptions about the pool assets and the structure. Any such assumptions are subject to change. The information in this free writing prospectus may reflect parameters, metrics or scenarios specifically requested by you. If so, prior to the time of your commitment to purchase, you should request updated information based on any parameters, metrics or scenarios specifically required by you. Neither the issuer of the securities nor any of its affiliates prepared, provided, approved or verified any statistical or numerical information presented in this free writing prospectus, although that have been prepared or delivered to prospective investors information may be based in part on loan level data provided by the Underwriter. For purposes hereof, "ABS Term Sheets" issuer or its affiliates. (viii) The Underwriter agrees to retain all Free Writing Prospectuses that it has used and "Collateral Term Sheets" that are not filed pursuant to this Section 4 for a period of three years following the initial bona fide offering of the Underwritten Notes. (c) The following terms shall have the meanings given such terms in set forth below, unless the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by the Underwriter.context clearly indicates otherwise:

Offering by the Underwriter. (a) The Company and CPS are advised by It is understood that the Underwriter that it proposes to make a public offering offer the Certificates for sale to the public, including, without limitation, in and from the State of the NotesNew York, as set forth in the Final ProspectusProspectus Supplement. It is further understood that the Company, from time in reliance upon Policy Statement 105 has not and will not file the offering pursuant to time Section 352-e of the General Business Law of the State of New York with respect to the Certificates which are not "mortgage related securities" as and when defined in the 1934 Act (as defined below). Accordingly, the Underwriter deems advisable after covenants and agrees with the Execution Time. The Company agrees that the Underwriter may, but is not obligated to, make a market in the Notes and that any sales of such market making Certificates made by the Underwriter may be discontinued at any time in the sole discretion State of New York will be made only to institutional investors within the Underwritermeaning of Policy Statement 105. (b) The Underwriter may prepare and provide (and acknowledge that they have prepared and provided) to prospective investors certain Computational Materials, Materials or ABS Term Sheets or Collateral Term Sheets in connection with its the offering of the NotesCertificates. In this regard, subject to the following conditionsUnderwriter represents and warrants to, and covenants with, the Company that: (i) The Underwriter has complied and shall comply with the requirements of the Nono-Action Letter of action letter, dated May 20, 1994 1994, issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain aff▇▇▇▇▇▇s, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association Association, dated May 2425, 1994 (collectively, the "Kidder/PSA ▇▇▇▇▇▇/PSA Letter"), and the requirements of the Nono-Action L▇▇▇▇▇ of action letter, dated February 17, 1995 1995, issued by the Commission to the Public Securities Association (the "PSA Letter" and, together with the Kidder/PSA ▇▇▇▇▇▇/PSA Letter, the "No-Action Letters"). (ii) F▇▇ ▇▇▇poses For purposes hereof, "Computational Materials" shall have the meaning given such term in the No-Action Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by the Underwriter. For purposes hereof, Letters and "ABS Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors by the UnderwriterLetter.

Offering by the Underwriter. (a) The Company and CPS are advised by It is understood that the Underwriter that it proposes to make a offer the Offered Securities for sale to the public offering of upon the Notes, as terms and conditions set forth in the Final Prospectus, from time to time Pricing Prospectus and as and when specified in this Agreement. As soon as the Underwriter deems advisable after the Execution Time. The Company agrees that this Agreement has been executed and delivered, the Underwriter mayproposes to conduct the Offering of the Fixed Price Securities. In addition, but is not obligated to, make a market in the Notes and that any such market making by as soon as the Underwriter may be discontinued at any time in the sole discretion deems advisable after such Offering of the UnderwriterFixed Price Securities has been completed, the Underwriter proposes to conduct the Offering of Variable Price Securities during the Additional Offering Period. (b) The Underwriter may prepare and provide to prospective investors certain Computational Materials, ABS Term Sheets or Collateral Term Sheets in connection with its offering of the Notes, subject to the following conditions: If at any time a Prospectus Event (ias defined below) The Underwriter shall comply with the requirements of the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain aff▇▇▇▇▇▇s, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectivelyoccurs, the "Kidder/PSA Letter"Company shall orally so notify BSIL and the Underwriter (such oral notice to be promptly followed by written notice), and upon receipt of such oral notice, BSIL and the requirements Underwriter shall cease sales of Offered Securities. The Company shall not communicate to BSIL or the No-Action L▇▇▇▇▇ Underwriter the nature of February 17any such Prospectus Event. After giving any such notice, 1995 issued the Company shall take the actions provided in Section 4(b). The Company acknowledges that, for purposes of Section 4(b), a prospectus relating to the Offered Securities is required to be delivered under the Act by the Commission to Underwriter until the Public Offered Securities Association (has been sold. Promptly following the "PSA Letter" and, together with the Kidder/PSA Lettercorrection of any Prospectus Event, the "No-Action Letters"Company shall orally so notify BSIL and the Underwriter (such oral notice to be promptly followed by written notice). (ii) F▇▇ ▇▇▇poses hereof, "Computational Materials" shall have and upon receipt of such oral notice, BSIL and the meaning given such term in the No-Action LettersUnderwriter may recommence sales of Offered Securities pursuant to an updated prospectus supplement, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by the Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" shall have the meanings given such terms in the PSA Letter but shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared or delivered to prospective investors if required by the Underwriter.