Common use of Offering by Underwriters Clause in Contracts

Offering by Underwriters. It is understood that each Underwriter proposes to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter will solicit offers to purchase the Certificates as follows: (1) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s receipt of the Definitive Free Writing Prospectus. (2) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriters. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates that are Registered Certificates for sale to the public as set forth in the Final Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Each Underwriter will solicit offers severally covenants and agrees with the Company as to purchase the Certificates as followsitself 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) Prior to is made in reliance on Rule 134 under the time you have received Securities Act, (2) constitutes a prospectus satisfying the Definitive Free Writing Prospectus you may, in compliance with requirements of Rule 430B under the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase Securities Act or (3) is a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s receipt of the Definitive Free Writing Prospectus. (2ii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating An Underwriter may convey a Preliminary Term Sheet to the Certificates used by an Underwriter in compliance with the terms of this Agreement a potential investor prior to the time such Underwriter has entered 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 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 Commission to the Depositor’s counsel prior to the scheduled print date of the Final Prospectus, such Underwriter will be deemed to have represented that it did not convey any such Free Writing Prospectus to any potential investor. (v) 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 Certificates shall prominently set forth substantially the following statement: offering to which this free writing prospectus relates. Before you invest, you should read the base prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC website at ▇▇▇.▇▇▇.▇▇▇. Alternatively, 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 base prospectus. The information in this free writing prospectus is preliminarypreliminary and is subject to completion or change. The information in this free writing prospectus, and will be superseded by if conveyed prior to the Definitive Free Writing Prospectustime 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 offering of the Certificates offered certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificatesindication of your interest in purchasing such offered certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and indication of interest will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectusoffered certificates. You may withdraw your offer to purchase Certificates indication of interest at any time time. (vi) Any Computational Materials shall include legends, in addition to those 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 our acceptance the time of your offercommitment 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 information may be based in part on loan level data provided by the issuer or its affiliates. (vii) Each Underwriter severally agrees to retain all Free Writing Prospectuses that it has used and 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 set forth below, unless the context clearly indicates otherwise:

Offering by Underwriters. It is understood that each Underwriter proposes Upon the authorization by the Representatives of the release of the Underwritten Notes, the several Underwriters propose to offer the Certificates Underwritten Notes for sale to upon the public as terms and conditions set forth in this Agreement and the Prospectus. (a) It is understood Each Underwriter, severally and not jointly, represents, warrants, covenants and agrees with the Trust and Verizon Wireless that: (i) other than the Preliminary Prospectus and the Prospectus, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act unless such Underwriter has obtained the prior written approval of Verizon Wireless and the Depositor; provided, however, each Underwriter proposes may prepare and convey to offer and/or solicit offers for one or more of its potential investors without the Certificates to be purchased by it for sale consent of Verizon Wireless, the Depositor or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Securities Act) in the form of (a) information included in the Time of Sale Information, to the public as set forth extent it has already been filed with the Commission in the Preliminary Prospectus and each Underwriter agrees that all such offersor the Ratings Free Writing Prospectus, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood information customarily included in confirmations of sales of securities and notices of allocations, (c) certain Intex.cdi files relating to the Receivables that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, (d) information contemplated by Rule 134 under the Securities Act, (e) the Bloomberg Screen or (f) preliminary pricing information or information regarding status of subscriptions that does not contain any Issuer Information (each such other written communication enumerated in this Section 4(a)(i), an “Underwriter will solicit offers to purchase Free Writing Prospectus”). As used herein, the Certificates as follows: term “Issuer Information” means any information of the type specified in clauses (1) Prior – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s receipt information of the Definitive Free Writing Prospectus. type described in clause (25) Any Free Writing Prospectus of footnote 271 of Commission Release No. 33-8591 (other than the Definitive Free Writing ProspectusSecurities Offering Reform) relating to the Certificates used when prepared by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminaryany Underwriter, including traditional computational and will be superseded analytical materials prepared by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.Underwriter;

Offering by Underwriters. It is understood that each Underwriter proposes to (a) The several Underwriters will only offer the Certificates Securities for sale to the public as set forth in the U.S. Final Prospectus and the Canadian Final Prospectus. (ab) It is understood that each Underwriter proposes to The Underwriters shall offer and/or solicit offers for the Certificates to be purchased by it Securities for sale to the public directly and through banking and selling group members, only as permitted by and in compliance with Applicable Securities Laws, upon the terms and conditions set forth in the U.S. Final Prospectus and in this Agreement. Each of the Underwriters hereby severally represents, warrants and covenants and will require each Underwriter agrees banking and selling group member to represent, warrant and covenant to the Underwriters that the Securities will not be marketed or sold to investors in Canada and it has not provided and will not without the prior written approval of CI and the Representatives provide any information in respect of the Securities to any potential investors of the Securities resident in Canada including, without limitation: (i) any marketing materials in respect of the Securities; and (ii) any standard term sheet in respect of the Securities. (c) The Underwriters propose to offer the Securities initially at the price set forth in Schedule I hereto. After a reasonable effort has been made to sell all of the Securities at the price set forth in Schedule I hereto, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Securities are offered, provided that the Securities are not at any time offered at a price greater than the price set forth in Schedule I hereto. Any decrease in the price at which the Securities are offered will not decrease the amount of the net proceeds of the offering to CI. (d) The Underwriters will not solicit offers to purchase or sell Securities so as to require registration thereof or the filing of a prospectus, registration statement or other notice or document with respect thereto under the laws of any jurisdiction other than the United States, or which could subject CI to reporting obligations in any such offers, solicitations and sales by it shall be made jurisdiction or result in compliance with all applicable laws and regulations. Prior to the listing of CI’s securities on any exchange other than an exchange where such securities are listed as of the date hereof, you have and will require each banking and selling group member to agree with the Underwriters not offeredto so solicit or sell, pledged, sold, disposed provided that the Underwriters and the banking and selling groups may offer and sell the Securities outside of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or United States if such security or any Mortgage Loan. (b) It offer and sale is understood that each Underwriter will solicit offers to purchase the Certificates as follows: (1) Prior to the time you have received the Definitive Free Writing Prospectus you may, conducted in compliance with the provisions securities laws of this Agreementsuch jurisdictions and does not require CI to file any prospectus, solicit offers registration statement or other notice or document in connection with such offer and sale or subject CI to purchase Certificates; provided that, you shall not accept reporting obligations in any such offer to purchase a Certificate jurisdiction or result in the listing of CI’s securities on any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s receipt exchange other than an exchange where such securities are listed as of the Definitive Free Writing Prospectusdate hereof. (2) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriters. It is understood that each Underwriter proposes to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter will solicit offers to purchase the Certificates as follows: (1) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s 's receipt of the Definitive Free Writing Prospectus. (2) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriters. 4.1 It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it Offered Securities for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offersyou will not offer, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of sell or otherwise transferred any Certificate or any security backed by distribute the Mortgage Loans, any interest Offered Securities (except for the sale thereof in exempt transactions) in any Certificate state in which the Offered Securities are not exempt from registration under "blue sky" or state securities laws (except where the Offered Securities will have been qualified for offering and sale at your direction under such security "blue sky" or any Mortgage Loanstate securities laws). (b) 4.2 It is understood that each Underwriter will solicit offers may prepare and provide to purchase prospective investors certain Computational Materials and ABS Term Sheets in connection with the Certificates as followsoffering of the Offered Securities, subject to the following conditions: (1a) Prior All Computational Materials and ABS Term Sheets provided by an Underwriter to prospective investors that are required to be filed pursuant to the time you have received SEC No-Action Letters shall bear a legend on each page including the Definitive Free Writing Prospectus you mayfollowing statement: "THE INFORMATION CONTAINED HEREIN HAS BEEN PROVIDED BY [UNDERWRITER]. NEITHER THE ISSUER OF THE SECURITIES NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION." In the case of Collateral Term Sheets (as defined in compliance with the provisions of SEC No- Action Letters), such legend shall also include the following statement: "THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES AND SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [UNDERWRITER]." Notwithstanding the foregoing, this Agreement, solicit offers subsection (a) will be satisfied if all Computational Materials and ABS Term Sheets referred to purchase Certificates; provided that, you shall not accept any such offer to purchase therein bear a Certificate or any interest legend in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest a form previously approved in any Certificate or any Mortgage Loan prior to writing by the investor’s receipt of the Definitive Free Writing ProspectusCompany. (2b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating [Computational Material and] ABS Term Sheets are subject to the Certificates used review by an and approval of the Company prior to their distribution to any prospective investors and a copy of such [Computational Material and] ABS Term Sheets as are delivered to prospective investors shall, in addition to the foregoing delivery requirements, be delivered to the Company simultaneously with delivery to prospective investors. (c) Each Underwriter shall provide to the Company, for filing on Form 8-K as provided in compliance Section 5(h), copies (in such format as required by the Company) of all Computational Materials and ABS Term Sheets prepared by it that are required to be filed with the Commission pursuant to the SEC No-Action Letters. An Underwriter may provide copies of the foregoing in a consolidated or aggregate form that includes all information required to be filed. All Computational Materials and ABS Term Sheets described in this Section 4.2(c) must be provided to the Company not later than 10:00 a.m. New York time one business day before filing thereof is required pursuant to the terms of this Agreement prior Agreement. Each Underwriter severally agrees that it will not provide to any investor or prospective investor in the Offered Securities any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials and ABS Term Sheets are required to be provided to the time such Underwriter has entered into a Contract Company pursuant to this Section 4.2(c) (other than copies of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.Computational Materials or ABS Term Sheets

Offering by Underwriters. It is understood that each Underwriter proposes to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer and/or solicit offers for the Certificates to be purchased by it Securities for sale to the public in the United States and Canada as set forth in the U.S. Final Prospectus and each Underwriter agrees the Canadian Final Prospectus. The Company is advised by you that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior prior to the date hereofcommencement of any roadshow undertaken in connection with the marketing of the offering of the Securities, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by reasonably expected that the Mortgage Loans, any interest Securities would be primarily sold in any Certificate or such security or any Mortgage Loanthe United States. (b) It is understood that each Underwriter will solicit offers The Underwriters shall be permitted to purchase appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the Certificates as follows: distribution of the Securities in the provinces and territories of Canada (1) Prior a “Selling Firm”). The Underwriters shall, and shall require any Selling Firm, to the time you have received the Definitive Free Writing Prospectus you may, comply with Canadian Securities Laws in compliance connection with the provisions distribution of the Securities and to offer the Securities for sale only in the provinces and territories of Canada directly and through duly appointed Selling Firms upon the terms and conditions set forth in the U.S. Final Prospectus, the Canadian Final Prospectus , this AgreementAgreement and the Warrants. The Underwriters shall, solicit offers and shall require any Selling Firm to purchase Certificates; provided thatagree to, you shall not accept offer for sale and sell the Securities only in those jurisdictions where they may be lawfully offered by the Underwriters for sale or sold. Without limiting the generality of the foregoing, no Securities will be offered for sale or sold in any such offer to purchase a Certificate province or territory of Canada by any Canadian Underwriter or any interest Selling Firm unless such Canadian Underwriter or Selling Firm is duly registered as a dealer under the Canadian Securities Laws of such province or territory in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to a category that permits the investor’s receipt of the Definitive Free Writing Prospectustrade. (2c) Any Free Writing The Underwriters or their Canadian registered broker-dealer affiliates, as applicable, that have signed the Canadian Final Prospectus (other than the Definitive Free Writing Prospectus“Canadian Underwriters”) relating shall use their commercially reasonable efforts to complete, and to cause each Selling Firm to complete, the distribution of the Securities as promptly as possible after the Closing Date, and shall cause each Selling Firm to, after the Closing Date, give prompt written notice to the Certificates used by an Company when, in the opinion of the Canadian Underwriters, they have completed distribution of the Securities in the provinces and territories of Canada, including notice of the total proceeds realized or number of Securities sold in each of the provinces and territories of Canada and any other jurisdiction. (d) Each Underwriter that is not a Canadian Underwriter (a “Non-Canadian Underwriter”) hereby covenants and agrees with the Company that it will not sell or offer to sell, nor allow any agent or selling group member acting on behalf of such Non-Canadian Underwriter in compliance connection with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred Securities pursuant to in this free writing prospectus and Agreement to solicit an sell or offer to purchase the Certificatessell, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer Securities to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerperson resident in Canada.

Offering by Underwriters. It is understood The Company hereby confirms that each Underwriter proposes the Underwriters and dealers have been authorized to offer distribute or cause to be distributed any Preliminary Prospectus and the Certificates for sale Pricing Disclosure Package and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the public Underwriters). The Representative(s) agree that, as set forth in soon as the Prospectus. (aRepresentative(s) It is understood believe the offering of the Securities has been terminated, the Representative(s) will so advise the Company. Each Underwriter severally represents and warrants to, and agrees with, the Company and each other Underwriter that each Underwriter proposes to it has not made, and will not make, any offer and/or solicit offers for the Certificates to be purchased by it for sale relating to the public Securities that would constitute a “free writing prospectus” (as set forth defined in Rule 405), without the Prospectus prior written consent of the Company and each Underwriter agrees the Representative(s), other than one or more free writing prospectuses relating to the Securities containing customary information not inconsistent with the term sheet prepared and filed by the Company pursuant to Section 5(a) below or otherwise containing “issuer information” (as defined in Rule 433) contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus. The Underwriters agree that all such offersthey, solicitations and sales by it shall be made in compliance to their best knowledge after due inquiry, will comply with all applicable laws and regulations. Prior to regulations in force in any jurisdiction in which they offer or sell the date hereofSecurities or possesses or distributes the Prospectus, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate Preliminary Prospectus or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter will solicit offers to purchase the Certificates as follows: (1) Prior to the time you have received the Definitive Issuer Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest other offering material and will obtain any consent, approval or permission required by them for the offer or sale by them of the Securities under the laws and regulations in force in any Certificate jurisdiction to which they are subject or Mortgage Loan in which they make such offers or otherwise enter into any Contract of Sale for any Certificatesales, any interest including those set forth under the caption “Selling Restrictions” in any Certificate or any Mortgage Loan prior to the investor’s receipt of section entitled “Underwriting” in the Definitive Free Writing most recent Preliminary Prospectus. (2) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriters. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates Notes that are Registered Notes for sale to the public as set forth in the Final Prospectus. (ab) [Reserved]. (c) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter Underwriters will solicit offers to purchase the Certificates Notes as follows: (1i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided thatprovided, that you shall not accept any such offer to purchase a Certificate Notes or any interest in any Certificate Notes or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateNotes, any interest in any Certificate Notes or any Mortgage Loan prior to the investor’s receipt of the Definitive Free Writing Prospectus. (2ii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates Notes used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates Notes shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates Notes referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesNotes, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates Notes until we have accepted your offer to purchase CertificatesNotes. We will not accept any offer by you to purchase CertificatesNotes, and you will not have any contractual commitment to purchase any of the Certificates Notes until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates Notes at any time prior to our acceptance of your offer.

Offering by Underwriters. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates that are Registered Certificates for sale to the public as set forth in the Final Prospectus. (ab) [Reserved]. (c) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter Underwriters will solicit offers to purchase the Certificates as follows: (1i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided thatprovided, that you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s 's receipt of the Definitive Free Writing Prospectus. (2ii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriters. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Final Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Each Underwriter will solicit offers severally covenants and agrees with the Company as to purchase the Certificates as followsitself that: (1i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter entering into any Contract of Sale for any CertificateSale, any interest in any Certificate or any Mortgage Loan the Underwriter shall convey the Preliminary Prospectus to each prospective investor. The Underwriter shall keep sufficient records to document its conveyance of the Preliminary Prospectus to each potential investor prior to the investor’s receipt related Contract of Sale. (ii) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Definitive 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. (2iii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating An Underwriter may convey a Preliminary Term Sheet to the Certificates used by an Underwriter in compliance with the terms of this Agreement a potential investor prior to the time such Underwriter has entered 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. (iv) 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 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 an Underwriter does not furnish a Free Writing Prospectus to the Depositor's counsel prior to the scheduled print date of the Final Prospectus, such 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 issuer has filed a registration statement (including a prospectus) with the SEC for Certificates shall prominently set forth substantially the following statement: offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at WWW.SEC.GOV. A▇▇▇▇▇atively, the issuer, any ▇▇▇▇▇▇▇▇▇▇r 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 base prospectus and the prospectus supplement. The information in this free writing prospectus is preliminarysupersedes information contained in any prior similar free writing prospectus relating to these securities prior to the 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 (including, among other things, the possibility 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 superseded by no liability between us as a consequence of the Definitive Free Writing Prospectusnon-delivery. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates asset-backed securities referred to in this free writing prospectus and to solicit an offer to purchase the Certificatesindication of your interest in purchasing such securities, when, as and if issued. Any such offer to purchase made by you will not be accepted and indication of interest will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted securities. (vii) Any Computational Materials shall include legends, in addition to those 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 offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase 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 information may be based in part on loan level data provided by the Certificates until after you have received the Definitive issuer or its affiliates. (viii) Each Underwriter severally agrees to retain all Free Writing Prospectus. You may withdraw your offer Prospectuses that it has used and that are not required to purchase Certificates at any time prior be filed pursuant to our acceptance this Section 4 for a period of your offerthree years following the initial bona fide offering of the Underwritten Certificates. (c) The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise: COMPUTATIONAL MATERIALS: Any Free Writing Prospectus prepared by the Underwriter that contains only (i) information of the type specified in paragraph (5) of the definition of ABS Informational and Computational Materials in Item 1101(a) of Regulation AB or (ii) information that is not Issuer Information.

Offering by Underwriters. 4.1. It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it Offered Securities for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offersyou will not offer, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of sell or otherwise transferred any Certificate or any security backed by distribute the Mortgage Loans, any interest Offered Securities (except for the sale thereof in exempt transactions) in any Certificate state in which the Offered Securities are not exempt from registration under “blue sky” or state securities laws (except where the Offered Securities will have been qualified for offering and sale at your direction under such security “blue sky” or any Mortgage Loanstate securities laws). (b) 4.2. It is understood that each Underwriter will solicit offers may prepare and provide to purchase prospective investors certain Computational Materials and ABS Term Sheets in connection with the Certificates as followsoffering of the Offered Securities, subject to the following conditions: (1a) Prior All Computational Materials and ABS Term Sheets provided by an Underwriter to prospective investors that are required to be filed pursuant to the time you have received SEC No-Action Letters shall bear a legend on each page including the Definitive Free Writing Prospectus you mayfollowing statement: “THE INFORMATION CONTAINED HEREIN HAS BEEN PROVIDED BY [UNDERWRITER]. NEITHER THE ISSUER OF THE SECURITIES NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.” In the case of Collateral Term Sheets (as defined in the SEC No-Action Letters), such legend shall also include the following statement: “THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES AND SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [UNDERWRITER].” Notwithstanding the foregoing, this subsection (a) will be satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form previously approved in writing by the Company. (b) Any [Computational Material and] ABS Term Sheets are subject to the review by and approval of the Company prior to their distribution to any prospective investors and a copy of such [Computational Material and] ABS Term Sheets as are delivered to prospective investors shall, in compliance addition to the foregoing delivery requirements, be delivered to the Company simultaneously with delivery to prospective investors. (c) Each Underwriter shall provide to the Company, for filing on Form 8-K as provided in Section 5(i), copies (in such format as required by the Company) of all Computational Materials and ABS Term Sheets prepared by it that are required to be filed with the provisions Commission pursuant to the SEC No-Action Letters. An Underwriter may provide copies of the foregoing in a consolidated or aggregate form that includes all information required to be filed. All Computational Materials and ABS Term Sheets described in this AgreementSection 4.2(c) must be provided to the Company not later than 9:00 a.m. New York time one business day before filing thereof is required pursuant to the terms of the SEC No-Action Letters. Each Underwriter severally agrees that it will not provide to any investor or prospective investor in the Offered Securities any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials and ABS Term Sheets are required to be provided to the Company pursuant to this Section 4.2(c) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Company in accordance with this Section 4.2(c) for filing pursuant to Section 5(i)), solicit offers unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (d) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided, however, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the Assets that are incorrect, that differ from the final Pool Information in any material respect or on Security structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter responsible therefore shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Pool Information and structuring assumptions, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to such Underwriter they would purchase Certificates; all or any portion of the Securities, and include such revised Computational Materials and ABS Term Sheets (marked, “as revised”) in the materials delivered to the Company pursuant to Section 4.2(c). (e) The Company shall not be obligated to file any Computational Materials or ABS Term Sheets that (i) in the reasonable determination of the Company [and the respective Underwriter] are not required to be filed pursuant to the SEC No-Action Letters or (ii) have been determined to contain any material error or omission, provided that, you at the request of the respective Underwriter, the Company will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked “superseded by materials dated [date]” and accompanied by corrected Computational Materials or ABS Term Sheets that are marked “material previously dated [date], as corrected”. In the event that at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Company or the respective Underwriter, to contain a material error or omission, such Underwriter shall not accept prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected version of such Computational Materials and ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Offered Securities, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials and ABS Term Sheets (marked, “as corrected”) to the Company for filing with the Commission in a subsequent Form 8-K submission (subject to the Company’s obtaining an accountant’s comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which shall be at the expense of such Underwriter) provided that if any such offer letter is required to purchase be revised solely because of a Certificate or any interest change in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificatethe Pool Information, any interest additional expenses for such letter resulting from the change in any Certificate or any Mortgage Loan prior to Pool Information shall be paid by the investor’s receipt of the Definitive Free Writing ProspectusCompany. (2f) Any Free Writing Prospectus (other than If the Definitive Free Writing Prospectus) relating Underwriter does not provide any Computational Materials and ABS Term Sheets to the Certificates used by an Company pursuant to Section 4.2(c), such Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in compliance written or electronic form in connection with the terms offering of this Agreement the Offered Securities that is required to be filed with the Commission in accordance with the SEC No-Action Letters, and such Underwriter shall provide the Company with a certification to that effect on the Closing Date. 4.3. Each Underwriter severally represents and warrants and agrees with the Company that as of the date hereof and as of the Closing Date that: (i) the Computational Materials and ABS Term Sheets furnished by it to the Company pursuant to Section 4.2(c) constitute (either in original, aggregate or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offered Securities in accordance with the SEC No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the SEC No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets with respect to such Securities (or any written or electronic materials furnished to prospective investors on which the Computational Materials and ABS Term Sheets are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 4.2(c) and on the related Closing Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by errors in the Pool Information; (iii) each Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you represent to purchase potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the Certificates until we have accepted your offer Company; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to purchase Certificatesprospective investors by it on which the Computational Materials and ABS Term Sheets were based) contained and will contain the legend in the form set forth in Section 4.2(a) (or in such other form previously approved in writing by the Company). We Notwithstanding the foregoing, no Underwriter makes any representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will not accept include any offer by you to purchase Certificates, and you will not have inaccurate statement resulting directly from any contractual commitment to purchase any of error contained in the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerPool Information.

Offering by Underwriters. 4.1 It is understood that each Underwriter proposes the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for , and the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees Underwriters agree that all such offers, solicitations offers and sales by it the Underwriters shall be made in compliance with all applicable laws and regulations. Prior It is further understood that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the date hereofUnderwritten Certificates. As required by Policy Statement 105, you have not offered, pledged, sold, disposed each Underwriter therefore covenants and agrees with the Company that sales of or otherwise transferred any Certificate or any security backed the Underwritten Certificates made by such Underwriter in and from the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanState of New York will be made only to institutional investors within the meaning of Policy Statement 105. (b) 4.2 It is understood that each Underwriter will solicit offers may prepare and provide to purchase prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of the Certificates as followsUnderwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (1a) Prior In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the time you have received request of the Definitive Free Writing Prospectus you mayPublic Securities Association dated May 24, in compliance 1994 (collectively, the "▇▇▇▇▇▇/PSA Letter"), as well as the PSA Letter referred to below. In connection with the provisions use of this AgreementABS Term Sheets, solicit offers to purchase Certificates; provided thatsuch Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior 1995 issued by the Commission to the investor’s receipt of Public Securities Association (the Definitive Free Writing Prospectus"PSA Letter" and, together with the ▇▇▇▇▇▇/PSA Letter, the "No-Action Letters"). (2b) Any Free Writing Prospectus (other than For purposes hereof, "Computational Materials" as used herein shall have the Definitive Free Writing Prospectus) relating to meaning given such term in the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates No-Action Letters, but shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being include only those Computational Materials that have been prepared or delivered to you solely prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein 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 provide you with information about prospective investors by or at the offering direction of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerUnderwriter.

Offering by Underwriters. SECTION 4.1 It is understood that each Underwriter proposes the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for , and the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees Underwriters agree that all such offers, solicitations offers and sales by it the Underwriters shall be made in compliance with all applicable laws and regulations. Prior to the date hereofof the first Contract of Sale made based on the Issuer Free Writing Prospectus, you the Underwriters have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or Certificate. It is further understood that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such security or any Mortgage LoanUnderwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. (b) SECTION 4.2 It is understood that each Underwriter the Underwriters will solicit offers to purchase the Certificates as follows: (1a) Prior to the time you the Underwriters have received the Definitive Issuer Free Writing Prospectus you Prospectus, the Underwriters may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided thatprovided, you that the Underwriters shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, Certificate or any interest in any Certificate or any Mortgage Loan prior to its conveyance of the Issuer Free Writing Prospectus to the investor’s receipt of the Definitive Free Writing Prospectus. (2b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) Written Communication relating to the Certificates used made by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates with the recipient shall prominently set forth substantially the following statement: statements (or substantially similar statements approved by the Company): The information in this free writing prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the Certificates, supersedes any information contained in any prior similar materials relating to the Certificates. The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectusis subject to completion or change. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates Certificates, until we have accepted your offer to purchase Certificates. We will The Certificates referred to in these materials are being sold when, as and if issued. The issuer is not accept obligated to issue such Certificates or any offer similar security and the underwriter's obligation to deliver such Certificates is subject to the terms and conditions of the underwriting agreement with the issuer and the availability of such Certificates when, as and if issued by you to purchase the issuer. You are advised that the terms of the Certificates, and you will not have any contractual commitment to purchase any the characteristics of the mortgage loan pool backing them, may change (due, among other things, to the possibility that mortgage loans that comprise the pool may become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to the pool, and that one or more classes of Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera final prospectus. You are advised that Certificates may not be issued that have the characteristics described in these materials. The underwriter's obligation to sell such Certificates to you is conditioned on the mortgage loans and Certificates having the characteristics described in these materials. If for any reason the issuer does not deliver such Certificates, the underwriter will notify you, and neither the issuer nor any underwriter will have any obligation to you to deliver all or any portion of the Certificates which you have committed to purchase, and none of the issuer nor any underwriter will be liable for any costs or damages whatsoever arising from or related to such non-delivery. SECTION 4.3 It is understood that no Underwriter has entered into or will enter into a Contract of Sale with any investor until the Issuer Free Writing Prospectus has been conveyed to the investor with respect to the Certificates which are the subject of such Contract of Sale. SECTION 4.4 It is understood that the Underwriters may prepare and provide to prospective investors certain Free Writing Prospectuses, subject to the following conditions: (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriters shall not convey or deliver any Written Communication to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a Free Writing Prospectus (as defined in Section 1.1(b) above) consisting solely of (x) information of a type included within the definition of ABS Informational and Computational Materials or (y) information accurately extracted from the Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or any Underwriter FWP. (b) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the Securities Act Regulations and all Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission Release No. 33-8591. (c) It is understood and agreed that all information provided by the Underwriters to or through Bloomberg or Intex or similar entities for use by prospective investors, or imbedded in any CDI file provided to prospective investors, or in any email or other electronic message provided to prospective investors, to the extent constituting a Free Writing Prospectus, shall be deemed for purposes of this Agreement to be an Underwriter FWP or Underwriter Prepared Issuer FWP, as applicable. In connection therewith, each Underwriter agrees that it shall not provide any information constituting Issuer Information through the foregoing media unless (i) such information is contained either in the Issuer Free Writing Prospectus or an Underwriter Prepared Issuer FWP in compliance with Section 4.4(e) or (ii) to the extent such information consists of the terms of the Certificates, the final version of the terms of the Certificates is contained either in the Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 4.4(e). (d) All Free Writing Prospectuses provided to prospective investors, whether or not filed with the Commission, shall bear a legend including the following statement (or a substantially similar statement approved by the Company): "THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE SEC) FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, 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 DEPOSITOR AND THE OFFERING. YOU MAY GET THESE DOCUMENTS AT NO CHARGE BY VISITING ▇▇▇▇▇ ON THE SEC WEB SITE AT ▇▇▇.▇▇▇.▇▇▇. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE 1- 8[XX-XXX-XXXX] OR VIA EMAIL AT ______________. Each of the Company and the Underwriters shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the other (which shall not be unreasonably withheld). (e) The Underwriters shall deliver to the Company and its counsel (in such format as reasonably required by the Company), prior to the proposed date of first use thereof (unless such timing requirement is waived by the Company), any Underwriter Prepared Issuer FWP. To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. Notwithstanding the foregoing, the Underwriters shall not be required to deliver an Underwriter Prepared Issuer FWP to the extent that it does not contain substantive changes from or additions to any Underwriter Prepared Issuer FWP previously approved by the Company. In the event that the Underwriters use any Underwriter Prepared Issuer FWP without complying with the foregoing requirements, that Underwriter Prepared Issuer FWP shall be deemed to be an Underwriter FWP for purposes of Section 7.1 and 7. (f) The Underwriters shall provide the Company with a letter from Deloitte & Touche LLP, certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, Capmark Finance and their respective counsels and the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriters, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein, is accurate except as to such matters that are not deemed by the Company and the Underwriters to be material. The foregoing letter shall be at the expense of the Underwriters. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectus that has been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, the Underwriters shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that the Underwriters will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that the Underwriters become aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of the Underwriters and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriters shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If the Underwriters do not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, the Underwriters shall be deemed to have represented, as of the Closing Date, that they did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by the Underwriters to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) Each Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the Securities Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Certificates. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by the Underwriter to solicit offers to purchase Certificates to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Certificates to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. SECTION 4.5 Each Underwriter further agrees that, on or prior to the sixth day after the Closing Date, it shall provide the Company with a certificate, substantially in the form of Exhibit C attached hereto, setting forth (i) in the case of each class of Underwritten Certificates, (a) if less than 10% of the aggregate actual principal balance of such class of Underwritten Certificates has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit C hereto, or (b) if 10% or more of such class of Underwritten Certificates has been sold to the public as of such date but no single price is paid for at least 10% of the aggregate actual principal balance of such class of Underwritten Certificates, then the weighted average price at which the Underwritten Certificates of such class were sold expressed as a percentage of the aggregate actual principal balance of such class of Underwritten Certificates sold, or (c) the first single price at which at least 10% of the aggregate actual principal balance of such class of Underwritten Certificates was sold to the public, (ii) the prepayment assumption used in pricing each class of Underwritten Certificates, and (iii) such other information as to matters of fact as the Company may reasonably request to enable it to comply with its reporting requirements with respect to each class of Underwritten Certificates to the extent such information can in the good faith judgment of such Underwriter be determined by it. SECTION 4.6 Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, the Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for

Offering by Underwriters. It is understood that each Underwriter proposes the Underwriters propose to offer the Certificates Notes subject to this Agreement for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter Underwriters will solicit offers to purchase the Certificates Notes only as follows: (1) Prior : prior to the time you the Underwriters have received the Definitive Free Writing Prospectus you [INSERT DOCUMENT ON WHICH INVESTORS ARE TO CONFIRM SALES], the Underwriters may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided thatprovided, you that the Underwriters shall not accept any such offer to purchase a Certificate Note or any interest in any Certificate Note or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateNote, any interest in any Certificate Note or any Mortgage Loan prior to the investor’s receipt of the Definitive Free Writing Prospectus[INSERT DOCUMENT ON WHICH INVESTORS ARE TO CONFIRM SALES]. (2b) Any Free Writing Prospectus (other than It is understood that the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered Underwriters will not enter into a Contract of Sale with any investor until the investor has received the Approved Offering Materials with respect to the Notes which are the subject of such Contract of Sale. For purposes of this Agreement, Contract of Sale has the same meaning as in Rule 159 of the Rules and Regulations and all Commission guidance relating to Rule 159, including without limitation the Commission’s statement in Act Release No. 33-8501 that “a contract of sale can occur under the federal securities laws before there is a bilateral contract under state law, for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will example when a purchaser has taken all actions necessary to be superseded bound but a seller’s obligations remain conditional under state law.” Each Contract of Sale for a Note entered into by the Definitive Free Writing Prospectus. This free Underwriters shall expressly provide in writing prospectus that the Depositor is being delivered not obligated to you solely to provide you with information about issue such Note or any similar security and that the offering obligation of the Certificates referred Underwriters to in deliver such Note is subject to the terms and conditions of this free writing prospectus Agreement and to solicit an offer to purchase the Certificates, availability of such Note when, as and if issuedissued by the Depositor. (c) It is understood that the Underwriters may provide to prospective investors certain Issuer Free Writing Prospectuses and prepare and provide to prospective investors other Free Writing Prospectuses, subject to the following conditions: (i) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriters shall not convey or deliver any written communication to any person in connection with the initial offering of the Notes, unless such “written communication” (as such term is defined in Rule 405 under the Act) (i) is made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a Free Writing Prospectus (as defined below). Any [The Underwriters shall not convey or deliver in connection with the initial offering of the Notes any ABS informational and computation materials (as defined below), in reliance upon Rules 167 and 426 under the Act.] (ii) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the Rules and Regulations and all Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission Release No. 33-8591. For purposes hereof, “Issuer Information” shall have the meaning given such offer term in Rule 433 (h) of the Rules and Regulations, including the information specified in footnote 271 of Commission Release No. 33-8591 and “Derived Information” shall refer to purchase made information of the type described in clause (5) of such footnote 271 when prepared by you will the Underwriter. Consistent with such definition, “Issuer Information” shall not be accepted and will not constitute deemed to include any information in a contractual commitment Free Writing Prospectus solely by you to purchase any reason of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any Depositor’s review of the Certificates until after you materials pursuant to subsection (e) below. For purposes hereof, “ABS Informational and Computational Materials” shall have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance meaning given such term in Item 1101 of your offerRegulation AB.

Offering by Underwriters. It is understood The Company hereby confirms that each Underwriter proposes the Underwriters and dealers have been authorized to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates distribute or cause to be purchased by it for sale to distributed any Preliminary Prospectus, the public as set forth Pricing Disclosure Package and one or more term sheets containing pricing and other terms contained in the Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters). The Representative(s) agree that, as soon as the Representative(s) believe the offering of the Shares has been terminated, the Representative(s) will so advise the Company. Each Underwriter severally represents and warrants to, and agrees with, the Company and each other Underwriter agrees that all it has not made, and will not make, any offer relating to the Shares that would constitute a “free writing prospectus” (as defined in Rule 405), without the prior written consent of the Company and the Representative(s), other than one or more free writing prospectuses relating to the Shares containing customary information not inconsistent with one or more term sheets containing pricing and other terms contained in the Prospectus or otherwise containing “issuer information” (as defined in Rule 433) contained in any document filed by the Company with the Commission prior to the use of such offersfree writing prospectus. The Underwriters agree that they, solicitations and sales by it shall be made in compliance to their best knowledge after due inquiry, will comply with all applicable laws and regulations. Prior to regulations in force in any jurisdiction in which they offer or sell the date hereofShares or possesses or distributes the Prospectus, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate Preliminary Prospectus or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter will solicit offers to purchase the Certificates as follows: (1) Prior to the time you have received the Definitive Issuer Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest other offering material and will obtain any consent, approval or permission required by them for the offer or sale by them of the Shares under the laws and regulations in force in any Certificate jurisdiction to which they are subject or Mortgage Loan in which they make such offers or otherwise enter into any Contract of Sale for any Certificatesales, any interest including those set forth under the caption “Selling Restrictions” in any Certificate or any Mortgage Loan prior to the investor’s receipt of section entitled “Underwriting” in the Definitive Free Writing most recent Preliminary Prospectus. (2) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriters. 4.1 It is understood that each Underwriter proposes the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for , and the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees Underwriters agree that all such offers, solicitations offers and sales by it the Underwriters shall be made in compliance with all applicable laws and regulations. Prior It is further understood that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the date hereofUnderwritten Certificates. As required by Policy Statement 105, you have not offered, pledged, sold, disposed each Underwriter therefore covenants and agrees with the Company that sales of or otherwise transferred any Certificate or any security backed the Underwritten Certificates made by such Underwriter in and from the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanState of New York will be made only to institutional investors within the meaning of Policy Statement 105. (b) 4.2 It is understood that each Underwriter will solicit offers may prepare and provide to purchase prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of the Certificates as followsUnderwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (1a) Prior In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. ▇▇▇orporated and Kidder Structured Asse▇ ▇▇▇por▇▇▇▇▇, as made applicable to o▇▇▇▇ issuers and underwriters by the Commission in response to the time you have received request of the Definitive Free Writing Prospectus you mayPublic Securities Association dated May 24, in compliance 1994 (collectively, the "Kidder/PSA Letter"), as well as the PSA Letter referred to belo▇. ▇▇ connection with the provisions use of this AgreementABS Term Sheets, solicit offers to purchase Certificates; provided thatsuch Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior 1995 issued by the Commission to the investor’s receipt of Public Securities Association (the Definitive Free Writing Prospectus"PSA Letter" and, together with the Kidder/PSA Letter, the "No-Action Letters"). (2b) Any Free Writing Prospectus (other than For purpo▇▇▇ ▇ereof, "Computational Materials" as used herein shall have the Definitive Free Writing Prospectus) relating to meaning given such term in the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates No-Action Letters, but shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being include only those Computational Materials that have been prepared or delivered to you solely prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein 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 provide you with information about prospective investors by or at the offering direction of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerUnderwriter.

Offering by Underwriters. It (a) The Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is understood that each Underwriter proposes advisable, and initially to offer the Certificates for sale to Securities on the public as terms set forth in the Prospectus. (a) It is understood Time of Sale Information. The Issuer acknowledges and agrees that each the Underwriters may offer and sell Securities to or through any Affiliate of an Underwriter proposes to and that any such Affiliate may offer and/or solicit offers for the Certificates to be and sell Securities purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred through any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanUnderwriter. (b) It is understood that each Underwriter will solicit offers Each Underwriter, severally and not jointly, represents and warrants to purchase and agrees with the Certificates as followsIssuer and the Guarantors that: (1i) Prior It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Act (which term includes use of any written information furnished to the time you have received Commission by the Definitive Issuer and not incorporated by reference into the Registration Statement and any press release issued by the Issuer) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus you maylisted on Schedule II or prepared pursuant to Section 1(c) or Section 5(c) hereof (including any electronic road show) or (iii) any free writing prospectus prepared by such Underwriter and approved by the Issuer in advance in writing (each such free writing prospectus referred to in clause (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in compliance Schedule II hereto without the consent of the Issuer. (ii) It is not subject to any pending proceeding under Section 8A of the Act with respect to the offering (and will promptly notify the Issuer if any such proceeding against it is initiated during the Prospectus Delivery Period (as defined below)). (iii) Solely in connection with the offering of the Securities, it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the European Economic Area. For the purposes of this clause (iii): (A) a “retail investor” means a person who is one (or more) of the following: a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); a customer within the meaning of Directive (EU) 2016/97, as amended or superseded (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or not a qualified investor as defined in Regulation (EU) 2017/1129, as amended or superseded (the “Prospectus Regulation”); and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities. (iv) It will only distribute the Prospectus or any other material in relation to the Securities to persons in the United Kingdom that are qualified investors within the meaning of the Prospectus Regulation that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005, as amended (the “Order”), (ii) fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated. (v) It will not offer or sell any of the Securities or take any other action with respect to the Securities in Ireland otherwise than in conformity with the provisions of this Agreement(a) the European Union (Markets in Financial Instruments) Regulations 2017, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s receipt Directive 2014/65/EU of the Definitive Free Writing European Parliament and of the Council of 15 May 2014 on markets in financial instruments, Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 and all implementing measures, delegated acts and guidance in respect thereof and the provisions of the Investor Compensation ▇▇▇ ▇▇▇▇, (b) the Companies ▇▇▇ ▇▇▇▇, the Central Bank Acts 1942 to 2018 and any code of conduct rules made under Section 117(1) of the Central Bank Act 1989, (c) the Prospectus Regulation (EU) 2017/1129, the European Union (Prospectus) Regulations 2019, the Central Bank (Investment Market Conduct) Rules 2019 and any other rules made or guidelines issued under Section 1363 of the Companies ▇▇▇ ▇▇▇▇ by the Central Bank of Ireland and (d) the Market Abuse Regulation (EU 596/2014), the European Union (Market Abuse) Regulations 2016 and any rules made or guidelines issued under Section 1370 of the Companies ▇▇▇ ▇▇▇▇ by the Central Bank of Ireland. (2vi) Any Free Writing Prospectus (other than To the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms best of this Agreement prior to the time such Underwriter its knowledge, it has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminarynot offered, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase sold or otherwise made by you will not be accepted available and will not constitute offer, sell or otherwise make available any Securities to any person or entity that is a contractual commitment by you to purchase any tax resident of the Certificates until we have accepted your offer Netherlands or has a (deemed) permanent establishment in the Netherlands or any other (deemed) taxable presence in the Netherlands to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of which the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerNotes can be attributed.

Offering by Underwriters. 4.1. It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it Offered Securities for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offersyou will not offer, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of sell or otherwise transferred any Certificate or any security backed by distribute the Mortgage Loans, any interest Offered Securities (except for the sale thereof in exempt transactions) in any Certificate state in which the Offered Securities are not exempt from registration under "blue sky" or state securities laws (except where the Offered Securities will have been qualified for offering and sale at your direction under such security "blue sky" or any Mortgage Loanstate securities laws). (b) 4.2. It is understood that each Underwriter will solicit offers may prepare and provide to purchase prospective investors certain Computational Materials and ABS Term Sheets in connection with the Certificates as followsoffering of the Offered Securities, subject to the following conditions: (1a) Prior All Computational Materials and ABS Term Sheets provided by an Underwriter to prospective investors that are required to be filed pursuant to the time you have received SEC No-Action Letters shall bear a legend on each page including the Definitive Free Writing Prospectus you mayfollowing statement: "THE INFORMATION CONTAINED HEREIN HAS BEEN PROVIDED BY [UNDERWRITER]. NEITHER THE ISSUER OF THE SECURITIES NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION." In the case of Collateral Term Sheets (as defined in the SEC No-Action Letters), such legend shall also include the following statement: "THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES AND SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [UNDERWRITER]." Notwithstanding the foregoing, this subsection (a) will be satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form previously approved in writing by the Company. (b) Any [Computational Material and] ABS Term Sheets are subject to the review by and approval of the Company prior to their distribution to any prospective investors and a copy of such [Computational Material and] ABS Term Sheets as are delivered to prospective investors shall, in compliance addition to the foregoing delivery requirements, be delivered to the Company simultaneously with delivery to prospective investors. (c) Each Underwriter shall provide to the Company, for filing on Form 8-K as provided in Section 5(i), copies (in such format as required by the Company) of all Computational Materials and ABS Term Sheets prepared by it that are required to be filed with the provisions Commission pursuant to the SEC No-Action Letters. An Underwriter may provide copies of the foregoing in a consolidated or aggregate form that includes all information required to be filed. All Computational Materials and ABS Term Sheets described in this AgreementSection 4.2(c) must be provided to the Company not later than 9:00 a.m. New York time one business day before filing thereof is required pursuant to the terms of the SEC No-Action Letters. Each Underwriter severally agrees that it will not provide to any investor or prospective investor in the Offered Securities any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials and ABS Term Sheets are required to be provided to the Company pursuant to this Section 4.2(c) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Company in accordance with this Section 4.2(c) for filing pursuant to Section 5(i)), solicit offers unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (d) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided, however, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the Assets that are incorrect, that differ from the final Pool Information in any material respect or on Security structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter responsible therefore shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Pool Information and structuring assumptions, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to such Underwriter they would purchase Certificates; all or any portion of the Securities, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Company pursuant to Section 4.2(c). (e) The Company shall not be obligated to file any Computational Materials or ABS Term Sheets that (i) in the reasonable determination of the Company [and the respective Underwriter] are not required to be filed pursuant to the SEC No-Action Letters or (ii) have been determined to contain any material error or omission, provided that, you at the request of the respective Underwriter, the Company will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated [date]" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked "material previously dated [date], as corrected". In the event that at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Company or the respective Underwriter, to contain a material error or omission, such Underwriter shall not accept prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected version of such Computational Materials and ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Offered Securities, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials and ABS Term Sheets (marked, "as corrected") to the Company for filing with the Commission in a subsequent Form 8-K submission (subject to the Company's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which shall be at the expense of such Underwriter) provided that if any such offer letter is required to purchase be revised solely because of a Certificate or any interest change in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificatethe Pool Information, any interest additional expenses for such letter resulting from the change in any Certificate or any Mortgage Loan prior to Pool Information shall be paid by the investor’s receipt of the Definitive Free Writing ProspectusCompany. (2f) Any Free Writing Prospectus (other than If the Definitive Free Writing Prospectus) relating Underwriter does not provide any Computational Materials and ABS Term Sheets to the Certificates used by an Company pursuant to Section 4.2(c), such Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in compliance written or electronic form in connection with the terms offering of this Agreement the Offered Securities that is required to be filed with the Commission in accordance with the SEC No-Action Letters, and such Underwriter shall provide the Company with a certification to that effect on the Closing Date. 4.3. Each Underwriter severally represents and warrants and agrees with the Company that as of the date hereof and as of the Closing Date that: (i) the Computational Materials and ABS Term Sheets furnished by it to the Company pursuant to Section 4.2(c) constitute (either in original, aggregate or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offered Securities in accordance with the SEC No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the SEC No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets with respect to such Securities (or any written or electronic materials furnished to prospective investors on which the Computational Materials and ABS Term Sheets are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 4.2(c) and on the related Closing Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by errors in the Pool Information; (iii) each Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you represent to purchase potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the Certificates until we have accepted your offer Company; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to purchase Certificatesprospective investors by it on which the Computational Materials and ABS Term Sheets were based) contained and will contain the legend in the form set forth in Section 4.2(a) (or in such other form previously approved in writing by the Company). We Notwithstanding the foregoing, no Underwriter makes any representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will not accept include any offer by you to purchase Certificates, and you will not have inaccurate statement resulting directly from any contractual commitment to purchase any of error contained in the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerPool Information.

Offering by Underwriters. SECTION 4.1. It is understood that each Underwriter proposes the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for , and the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees Underwriters agree that all such offers, solicitations offers and sales by it the Underwriters shall be made in compliance with all applicable laws and regulations. Prior to the date hereofof the first Contract of Sale made based on the Issuer Free Writing Prospectus, you the Underwriters have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or Certificate. It is further understood that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the Underwritten Certificates. As required by Policy Statement 105, each Underwriter therefore covenants and agrees with the Company that sales of the Underwritten Certificates made by such security or any Mortgage LoanUnderwriter in and from the State of New York will be made only to institutional investors within the meaning of Policy Statement 105. (b) SECTION 4.2. It is understood that each Underwriter the Underwriters will solicit offers to purchase the Certificates as follows: (1a) Prior to the time you the Underwriters have received the Definitive Issuer Free Writing Prospectus you Prospectus, the Underwriters may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided thatprovided, you that the Underwriters shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, Certificate or any interest in any Certificate or any Mortgage Loan prior to its conveyance of the Issuer Free Writing Prospectus to the investor’s receipt of the Definitive Free Writing Prospectus. (2b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) Written Communication relating to the Certificates used made by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates with the recipient shall prominently set forth substantially the following statement: statements (or substantially similar statements approved by the Company): The information in this free writing prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the Certificates, supersedes any information contained in any prior similar materials relating to the Certificates. The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectusis subject to completion or change. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates Certificates, until we have accepted your offer to purchase Certificates. We will The Certificates referred to in these materials are being sold when, as and if issued. The issuer is not accept obligated to issue such Certificates or any offer similar security and the underwriter's obligation to deliver such Certificates is subject to the terms and conditions of the underwriting agreement with the issuer and the availability of such Certificates when, as and if issued by you to purchase the issuer. You are advised that the terms of the Certificates, and you will not have any contractual commitment to purchase any the characteristics of the mortgage loan pool backing them, may change (due, among other things, to the possibility that mortgage loans that comprise the pool may become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to the pool, and that one or more classes of Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera final prospectus. You are advised that Certificates may not be issued that have the characteristics described in these materials. The underwriter's obligation to sell such Certificates to you is conditioned on the mortgage loans and Certificates having the characteristics described in these materials. If for any reason the issuer does not deliver such Certificates, the underwriter will notify you, and neither the issuer nor any underwriter will have any obligation to you to deliver all or any portion of the Certificates which you have committed to purchase, and none of the issuer nor any underwriter will be liable for any costs or damages whatsoever arising from or related to such non-delivery. SECTION 4.3. It is understood that no Underwriter has entered into or will enter into a Contract of Sale with any investor until the Issuer Free Writing Prospectus has been conveyed to the investor with respect to the Certificates which are the subject of such Contract of Sale. SECTION 4.4. It is understood that the Underwriters may prepare and provide to prospective investors certain Free Writing Prospectuses, subject to the following conditions: (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriters shall not convey or deliver any Written Communication to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a Free Writing Prospectus (as defined in Section 1.1(b) above) consisting solely of (x) information of a type included within the definition of ABS Informational and Computational Materials or (y) information accurately extracted from the Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or any Underwriter FWP. (b) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the Securities Act Regulations and all Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission Release No. 33-8591. (c) It is understood and agreed that all information provided by the Underwriters to or through Bloomberg or Intex or similar entities for use by prospective investors, or imbedded in any CDI file provided to prospective investors, or in any email or other electronic message provided to prospective investors, to the extent constituting a Free Writing Prospectus, shall be deemed for purposes of this Agreement to be an Underwriter FWP or Underwriter Prepared Issuer FWP, as applicable. In connection therewith, each Underwriter agrees that it shall not provide any information constituting Issuer Information through the foregoing media unless (i) such information is contained either in the Issuer Free Writing Prospectus or an Underwriter Prepared Issuer FWP in compliance with Section 4.4(e) or (ii) to the extent such information consists of the terms of the Certificates, the final version of the terms of the Certificates is contained either in the Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 4.4(e). (d) All Free Writing Prospectuses provided to prospective investors, whether or not filed with the Commission, shall bear a legend including the following statement (or a substantially similar statement approved by the Company): "THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE SEC) FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, 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 DEPOSITOR AND THE OFFERING. YOU MAY GET THESE DOCUMENTS AT NO CHARGE BY VISITING ▇▇▇▇▇ ON THE SEC WEB SITE AT ▇▇▇.▇▇▇.▇▇▇. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE 1-8[XX-XXX-XXXX] OR VIA EMAIL AT ______________. Each of the Company and the Underwriters shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the other (which shall not be unreasonably withheld). (e) The Underwriters shall deliver to the Company and its counsel (in such format as reasonably required by the Company), prior to the proposed date of first use thereof (unless such timing requirement is waived by the Company), any Underwriter Prepared Issuer FWP. To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. Notwithstanding the foregoing, the Underwriters shall not be required to deliver an Underwriter Prepared Issuer FWP to the extent that it does not contain substantive changes from or additions to any Underwriter (f) The Underwriters shall provide the Company with a letter from Deloitte & Touche LLP, certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, GMACCM and their respective counsels and the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriters, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein, is accurate except as to such matters that are not deemed by the Company and the Underwriters to be material. The foregoing letter shall be at the expense of the Underwriters. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectus that has been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, the Underwriters shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that the Underwriters will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that the Underwriters become aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of the Underwriters and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriters shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If the Underwriters do not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, the Underwriters shall be deemed to have represented, as of the Closing Date, that they did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by the Underwriters to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) Each Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the Securities Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Certificates. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by the Underwriter to solicit offers to purchase Certificates to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) Each Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Certificates to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. SECTION 4.5. Each Underwriter further agrees that, on or prior to the sixth day after the Closing Date, it shall provide the Company with a certificate, substantially in the form of Exhibit C attached hereto, setting forth (i) in the case of each class of Underwritten Certificates, (a) if less than 10% of the aggregate actual principal balance of such class of Underwritten Certificates has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit C hereto, or (b) if 10% or more of such class of Underwritten Certificates has been sold to the public as of such date but no single price is paid for at least 10% of the aggregate actual principal balance of such class of Underwritten Certificates, then the weighted average price at which the Underwritten Certificates of such class were sold expressed as a percentage of the aggregate actual principal balance of such class of Underwritten Certificates sold, or (c) the first single price at which at least 10% of the aggregate actual principal balance of such class of Underwritten Certificates was sold to the public, (ii) the prepayment assumption used in pricing each class of Underwritten Certificates, and (iii) such other information as to matters of fact as the Company may reasonably request to enable it to comply with its reporting requirements with respect to each class of Underwritten Certificates to the extent such information can in the good faith judgment of such Underwriter be determined by it. SECTION 4.6. Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, the Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Company specifically for use by the Underwriter pursuant to this Section 4.6; for example, if the Prospectus is delivered to

Offering by Underwriters. 4.1 It is understood that each Underwriter proposes the Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it Notes for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations offers and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereofof the first Contract of Sale made based on the Approved Offering Materials, you have not offered, no Underwriter has pledged, sold, disposed of or otherwise transferred any Certificate Note, Home Loans or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanNote. (b) 4.2 It is understood that each Underwriter will solicit offers to purchase the Certificates Notes as follows: (1a) Prior to the time you have it has received the Definitive Free Writing Prospectus you Approved Offering Materials such Underwriter may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided thatprovided, you that it shall not accept any such offer to purchase a Certificate Note or any interest in any Certificate Note or Mortgage Home Loan or otherwise enter into any Contract of Sale for any CertificateNote, any interest in any Certificate Note or any Mortgage Home Loan prior to its conveyance of Approved Offering Materials to the investor’s receipt of the Definitive Free Writing Prospectus. (2b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) any Written Communication relating to the Certificates used Notes made by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates Notes with the recipient shall prominently set forth substantially the following statement: statements (or a substantially similar statements approved by the Company): The information in this free writing prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the Notes, supersedes any information contained in any prior similar materials relating to the Notes. The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectusis subject to completion or change. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates Notes referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesNotes, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates Notes, until we have accepted your offer to purchase CertificatesNotes. We will The Notes referred to in these materials are being sold when, as and if issued. The issuing entity is not accept obligated to issue such Notes or any offer similar security and the underwriter's obligation to deliver such Notes is subject to the terms and conditions of the underwriting agreement with the issuing entity and the availability of such Notes when, as and if issued by you to purchase Certificatesthe issuing entity. You are advised that the terms of the Notes, and you will not have any contractual commitment to purchase any the characteristics of the Certificates until after you have received home loan pool backing them, may change (due, among other things, to the Definitive Free Writing Prospectus. You possibility that home loans that comprise the pool may withdraw your offer become delinquent or defaulted or may be removed or replaced and that similar or different home loans may be added to purchase Certificates the pool, and that one or more classes of Notes may be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera final prospectus. You are advised that Notes may not be issued that have the characteristics described in these materials. The underwriter's obligation to sell such Notes to you is conditioned on the home loans and Notes having the characteristics described in these materials. If for any reason the issuing entity does not deliver such Notes, the underwriter will notify you, and neither the issuing entity nor any underwriter will have any obligation to you to deliver all or any portion of the Notes which you have committed to purchase, and none of the issuing entity nor any underwriter will be liable for any costs or damages whatsoever arising from or related to such non-delivery. 4.3 It is understood that no Underwriter will enter into a Contract of Sale with any investor until the Approved Offering Materials have been conveyed to the investor with respect to the Notes which are the subject of such Contract of Sale. 4.4 It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses, subject to the following conditions: (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, no Underwriter shall convey or deliver any Written Communication to any person in connection with the initial offering of the Notes, unless such Written Communication (i) is made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a Free Writing Prospectus (as defined in Section 1.1(c) above) consisting solely of (x) information of a type included within the definition of ABS Informational and Computational Materials (as defined below), (y) Permitted Additional Materials or (z) information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or any Underwriter Free Writing Prospectus. (b) Each Underwriter shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the 1933 Act Regulations and all Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission Release No. 33-8591. (c) It is understood and agreed that all information provided by an Underwriter to or through Bloomberg or Intex or similar entities for use by prospective investors, or imbedded in any CDI file provided to prospective investors, or in any email or other electronic message provided to prospective investors, to the extent constituting a Free Writing Prospectus, shall be deemed for purposes of this Agreement to be an Underwriter Free Writing Prospectus prepared by such Underwriter and shall not be subject to the required consent of the Company set forth in the third sentence in Section 4.4(e). In connection therewith, such Underwriter agrees that it shall not provide any information constituting Issuer Information through the foregoing media unless (i) such information or substantially similar information is contained either in an Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 4.4(e) or (ii) to the extent such information consists of the terms of the Notes, the final version of the terms of the Notes or substantially similar information is contained either in an Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 4.4(e). (d) All Free Writing Prospectuses provided to prospective investors, whether or not filed with the Commission, shall bear a legend including the following statement (or a substantially similar statement approved by the Company): "THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE SEC) FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, 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 DEPOSITOR AND THE OFFERING. YOU MAY GET THESE DOCUMENTS AT NO CHARGE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNAT▇▇▇▇▇, THE DEPOSITOR, ANY U▇▇▇▇▇▇▇▇▇▇ OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE 1-8[XX-XXX-XXXX] OR VIA EMAIL AT ______________." Each of the Underwriters and the Company shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the Underwriters or the Company, as applicable (which shall not be unreasonably withheld). (e) Each Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by the Company), prior to the proposed date of first use thereof, (unless such timing requirement is waived by the Company), any Underwriter Prepared Issuer FWP (as defined above). To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. Consent to use of any Underwriter Prepared Issuer FWP must be given by the Company in written or electronic format before an Underwriter provides the Underwriter Prepared Issuer FWP to investors pursuant to the terms of this Agreement. Notwithstanding the foregoing, each Underwriter shall not be required to deliver or obtain consent to use an Underwriter Prepared Issuer FWP to the extent that it does not contain substantive changes from or additions to any Underwriter Prepared Issuer FWP previously approved by the Company. In the event that an Underwriter uses any Underwriter Prepared Issuer FWP without complying with the foregoing requirements, that Underwriter Prepared Issuer FWP shall be deemed to be an Underwriter Free Writing Prospectus for purposes of Section 7.1 and 7.2. (f) Each Underwriter shall provide the Company with a letter from [_______________], certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, Residential Funding and their respective counsels and each Underwriter, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and each Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP prepared by that Underwriter, other than any Pool Information therein and any information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the Company and the applicable Underwriter to be material. The foregoing letter shall be at the expense of the applicable Underwriter. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectuses that have been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, such Underwriter shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that such Underwriter will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that an Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of such Underwriter and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a "Defective Free Writing Prospectus"), such Underwriter shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If an Underwriter does not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, such Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by an Underwriter to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) Each Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the 1933 Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Notes. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by such Underwriter to solicit offers to purchase Notes to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by such Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) Each Underwriter covenants with the Company that after the final Prospectus is available such Underwriter shall not distribute any written information concerning the Notes to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. (m) No Underwriter shall use any Free Writing Prospectus in connection with the solicitation of offers to purchase Notes from any prospective investor in a class of Notes with denominations of less than $25,000 or otherwise designated as a "retail" class of Notes, and no Underwriter shall authorize any such use of any Free Writing Prospectus by any dealer that purchases any such Notes from such Underwriter. 4.5 The Underwriters further agree that on or prior to the sixth day after the Closing Date, the Underwriters shall provide the Company with a certificate, substantially in the form of Exhibit G attached hereto, setting forth (i) in the case of each class of Notes, (a) if less than 10% of the aggregate principal balance of such class of Notes has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit G hereto, or, (b) if 10% or more of such class of Notes has been sold to the public as of such date but no single price is paid for at least 10% of the aggregate principal balance of such class of Notes, then the weighted average price at which the Notes of such class were sold expressed as a percentage of the principal balance of such class of Notes sold, or (c) the first single price at which at least 10% of the aggregate principal balance of such class of Notes was sold to the public, (ii) the prepayment assumption used in pricing each class of Notes, and (iii) such other information as to matters of fact as the Company may reasonably request to enable it to comply with its reporting requirements with respect to each class of Notes to the extent such information can in the good faith judgment of the Underwriters be determined by them. 4.6 Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out by such Underwriter the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, such Underwriter shall deliver a printed or paper

Offering by Underwriters. 4.1 It is understood that each Underwriter proposes the Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for , and the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees Underwriters agree that all such offers, solicitations offers and sales by it the Underwriters shall be made in compliance with all applicable laws and regulations. Prior It is further understood that the Company, in reliance upon a no-filing letter from the Attorney General of the State of New York granted pursuant to Policy Statement 105, has not and will not file an offering statement pursuant to Section 352-e of the General Business Law of the State of New York with respect to the date hereofUnderwritten Certificates. As required by Policy Statement 105, you have not offered, pledged, sold, disposed each Underwriter therefore covenants and agrees with the Company that sales of or otherwise transferred any Certificate or any security backed the Underwritten Certificates made by such Underwriter in and from the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanState of New York will be made only to institutional investors within the meaning of Policy Statement 105. (b) 4.2 It is understood that each Underwriter will solicit offers may prepare and provide to purchase prospective investors certain Computational Materials and ABS Term Sheets (each as defined below) in connection with its offering of the Certificates as followsUnderwritten Certificates, subject to the following conditions to be satisfied by such Underwriter: (1a) Prior In connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the time you have received request of the Definitive Free Writing Prospectus you mayPublic Securities Association dated May 24, in compliance 1994 (collectively, the "▇▇▇▇▇▇/PSA Letter"), as well as the PSA Letter referred to below. In connection with the provisions use of this AgreementABS Term Sheets, solicit offers to purchase Certificates; provided thatsuch Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior 1995 issued by the Commission to the investor’s receipt of Public Securities Association (the Definitive Free Writing Prospectus"PSA Letter" and, together with the ▇▇▇▇▇▇/PSA Letter, the "No-Action Letters"). (2b) Any Free Writing Prospectus (other than For purposes hereof, "Computational Materials" as used herein shall have the Definitive Free Writing Prospectus) relating to meaning given such term in the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates No-Action Letters, but shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being include only those Computational Materials that have been prepared or delivered to you solely prospective investors by or at the direction of such Underwriter. For purposes hereof, "ABS Term Sheets" and "Collateral Term Sheets" as used herein 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 provide you with information about prospective investors by or at the offering direction of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerUnderwriter.

Offering by Underwriters. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates Offered Securities for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter the Underwriters will solicit offers to purchase the Certificates Offered Securities only as follows: (1) Prior : prior to the time you the Underwriters have received the Definitive Free Writing Prospectus you [INSERT DOCUMENT ON WHICH INVESTORS ARE TO CONFIRM SALES], the Underwriters may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesOffered Securities; provided thatprovided, you that the Underwriters shall not accept any such offer to purchase a Certificate Security or any interest in any Certificate or Mortgage Loan Security or otherwise enter into any Contract of Sale for any CertificateSecurity, any interest in any Certificate or any Mortgage Loan Security prior to the investor’s 's receipt of the Definitive Free Writing Prospectus[INSERT DOCUMENT ON WHICH INVESTORS ARE TO CONFIRM SALES]. (2b) Any Free Writing Prospectus (other than It is understood that the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered Underwriters will not enter into a Contract of Sale with any investor until the investor has received the Approved Offering Materials with respect to the Offered Securities which are the subject of such Contract of Sale. For purposes of this Agreement, Contract of Sale has the same meaning as in Rule 159 of the Rules and Regulations and all Commission guidance relating to Rule 159, including without limitation the Commission's statement in Act Release No. 33-8501 that "a contract of sale can occur under the federal securities laws before there is a bilateral contract under state law, for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will example when a purchaser has taken all actions necessary to be superseded bound but a seller's obligations remain conditional under state law." Each Contract of Sale for an Offered Security entered into by the Definitive Free Writing Prospectus. This free Underwriters shall expressly provide in writing prospectus that the Depositor is being delivered not obligated to you solely to provide you with information about issue such Offered Security or any similar security and that the offering obligation of the Certificates referred Underwriters to in deliver such Offered Security is subject to the terms and conditions of this free writing prospectus Agreement and to solicit an offer to purchase the Certificates, availability of such Offered Security when, as and if issuedissued by the Depositor. (d) It is understood that the Underwriters may provide to prospective investors certain Issuer Free Writing Prospectuses and prepare and provide to prospective investors other Free Writing Prospectuses, subject to the following conditions: (i) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriters shall not convey or deliver any written communication to any person in connection with the initial offering of the Offered Securities, unless such "written communication" (as such term is defined in Rule 405 under the Act) (i) is made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a Free Writing Prospectus (as defined below). Any [The Underwriters shall not convey or deliver in connection with the initial offering of the Offered Securities any ABS informational and computation materials (as defined below), in reliance upon Rules 167 and 426 under the Act.] (ii) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the Rules and Regulations and all Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission Release No. 33-8591. For purposes hereof, "Issuer Information" shall have the meaning given such offer term in Rule 433 (h) of the Rules and Regulations, including the information specified in footnote 271 of Commission Release No. 33-8591 and "Derived Information" shall refer to purchase made information of the type described in clause (5) of such footnote 271 when prepared by you will the Underwriter. Consistent with such definition, "Issuer Information" shall not be accepted and will not constitute deemed to include any information in a contractual commitment Free Writing Prospectus solely by you to purchase any reason of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any Depositor's review of the Certificates until after you materials pursuant to subsection (e) below. For purposes hereof, "ABS Informational and Computational Materials" shall have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance meaning given such term in Item 1101 of your offerRegulation AB.

Offering by Underwriters. 4.1 It is understood that each Underwriter proposes the Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations offers and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereofof the first Contract of Sale made based on the Approved Offering Materials, you have not offered, no Underwriter has pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanCertificate. (b) 4.2 It is understood that each Underwriter the Underwriters will solicit offers to purchase the Certificates as follows: (1a) Prior to the time you the Underwriters have received the Definitive Free Writing Prospectus you Approved Offering Materials the Underwriters may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided thatprovided, you that the Underwriters shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to its conveyance of Approved Offering Materials to the investor’s receipt of the Definitive Free Writing Prospectus. (2b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) Written Communication relating to the Certificates used made by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates with the recipient shall prominently set forth substantially the following statement: statements (or substantially similar statements approved by the Company and as set forth on Exhibit C): The information in this free writing prospectus, if conveyed prior to the time of your contractual commitment to purchase any of the Certificates, supersedes any information contained in any prior similar materials relating to the Certificates. The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectusis subject to completion or change. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates Certificates, until we have accepted your offer to purchase Certificates. We will The Certificates referred to in these materials are being sold when, as and if issued. The issuer is not accept obligated to issue such Certificates or any offer similar security and the underwriter’s obligation to deliver such Certificates is subject to the terms and conditions of the underwriting agreement with the issuer and the availability of such Certificates when, as and if issued by you to purchase the issuer. You are advised that the terms of the Certificates, and you will not have any contractual commitment to purchase any the characteristics of the mortgage loan pool backing them, may change (due, among other things, to the possibility that mortgage loans that comprise the pool may become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to the pool, and that one or more classes of Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera final prospectus. You are advised that Certificates may not be issued that have the characteristics described in these materials. The underwriter’s obligation to sell such Certificates to you is conditioned on the mortgage loans and Certificates having the characteristics described in these materials. If for any reason the issuer does not deliver such Certificates, the underwriter will notify you, and neither the issuer nor any underwriter will have any obligation to you to deliver all or any portion of the Certificates which you have committed to purchase, and none of the issuer nor any underwriter will be liable for any costs or damages whatsoever arising from or related to such non-delivery. 4.3 It is understood that no Underwriter will enter into a Contract of Sale with any investor until the Approved Offering Materials have been conveyed to the investor with respect to the Certificates which are the subject of such Contract of Sale. 4.4 It is understood that each Underwriter may prepare and provide to prospective investors certain Free Writing Prospectuses, subject to the following conditions: (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, no Underwriter shall convey or deliver any Written Communication to any person in connection with the initial offering of the Certificates, unless such Written Communication (i) is made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a Free Writing Prospectus (as defined in Section 1.1(c) above) consisting solely of (x) information of a type included within the definition of ABS Informational and Computational Materials (as defined below), (y) Permitted Additional Materials or (z) information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or any Underwriter Free Writing Prospectus. (b) Each Underwriter shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the 1933 Act Regulations and all Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission Release No. 33-8591. (c) It is understood and agreed that all information provided by an Underwriter to or through Bloomberg or Intex or similar entities for use by prospective investors, or imbedded in any CDI file provided to prospective investors, or in any email or other electronic message provided to prospective investors, to the extent constituting a Free Writing Prospectus, shall be deemed for purposes of this Agreement to be an Underwriter Free Writing Prospectus prepared by such Underwriter and shall not be subject to the required consent of the Company set forth in the third sentence in Section 4.4(e). In connection therewith, such Underwriter agrees that it shall not provide any information constituting Issuer Information through the foregoing media unless (i) such information or substantially similar information is contained either in an Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 4.4(e) or (ii) to the extent such information consists of the terms of the Certificates, the final version of the terms of the Certificates or substantially similar information is contained either in an Issuer Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section 4.4(e). (d) All Free Writing Prospectuses provided to prospective investors, whether or not filed with the Commission, shall bear a legend including the following statement (or a substantially similar statement approved by the Company and as set forth on Exhibit C): “THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE SEC) FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, 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 DEPOSITOR AND THE OFFERING. YOU MAY GET THESE DOCUMENTS AT NO CHARGE BY VISITING ▇▇▇▇▇ ON THE SEC WEB SITE AT ▇▇▇.▇▇▇.▇▇▇. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE 1-8[XX-XXX-XXXX] OR VIA EMAIL AT _________.” Each of the Underwriters and the Company shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the Underwriters or the Company, as applicable (which shall not be unreasonably withheld). (e) Each Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by the Company), prior to the proposed date of first use thereof (unless such timing requirement is waived by the Company), any Underwriter Prepared Issuer FWP (as defined above). To facilitate filing to the extent required by Section 5.11 or 5.12, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. Consent to use of any Underwriter Prepared Issuer FWP must be given by the Company in written or electronic format before an Underwriter provides the Underwriter Prepared Issuer FWP to investors pursuant to the terms of this Agreement. Notwithstanding the foregoing, each Underwriter shall not be required to deliver or obtain consent to use an Underwriter Prepared Issuer FWP to the extent that it does not contain substantive changes from or additions to any Underwriter Prepared Issuer FWP previously approved by the Company. In the event that an Underwriter uses any Underwriter Prepared Issuer FWP without complying with the foregoing requirements, that Underwriter Prepared Issuer FWP shall be deemed to be an Underwriter Free Writing Prospectus for purposes of Section 7.1 and 7.2. (f) Each Underwriter shall provide the Company with a letter from Deloitte & Touche LLP, certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, ▇▇▇▇▇▇▇▇▇▇ Securities and their respective counsels and the Underwriter, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP prepared by that Underwriter, other than any Pool Information therein and any information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the Company and the Underwriter to be material. The foregoing letter shall be at the expense of the applicable Underwriter. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectuses that have been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, such Underwriter shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that such Underwriter will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that an Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of such Underwriter and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), such Underwriter shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If an Underwriter does not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, such Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Certificates that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by an Underwriter to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant’s comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriters, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.11 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) Each Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the 1933 Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Certificates. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by such Underwriter to solicit offers to purchase Certificates to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by such Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) Each Underwriter covenants with the Company that after the final Prospectus is available such Underwriter shall not distribute any written information concerning the Certificates to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. (m) No Underwriter shall use any Free Writing Prospectus in connection with the solicitation of offers to purchase Certificates from any prospective investor in a class of Certificates with denominations of less than $100,000 or otherwise designated as a “retail” class of Certificates, and no Underwriter shall authorize any such use of any Free Writing Prospectus by any dealer that purchases any such Certificates from such Underwriter (n) Prior to the Closing Date, the Underwriters covenant to notify the Company and ▇▇▇▇▇▇▇▇▇▇ Securities, LP of (x) the date on which the Prospectus Supplement is first used and (y) the time of the first Contract of Sale to which such Prospectus Supplement relates. 4.5 [Reserved]. 4.6 Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out by such Underwriter the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, such Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 4.6; for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Company in a single electronic file in pdf format, then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf format. Each Underwriter further agrees that (i) if it delivers to an investor the P

Offering by Underwriters. It is understood that each Underwriter proposes to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have each Underwriter has not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter will solicit offers to purchase the Certificates as follows: (1) Prior to the time you such Underwriter have received the Definitive Free Writing Prospectus you each Underwriter may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided thatprovided, you that such Underwriter shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s receipt of the Definitive Free Writing Prospectus. (2) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminarypreliminary and is subject to completion or change. The information in this free writing prospectus, and will be superseded by if conveyed prior to the Definitive Free Writing Prospectustime 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 offering of the Certificates securities referred to in this free writing prospectus and to solicit an offer to purchase the Certificatesindication of interest in purchasing such securities, when, as and if issued. Any such offer to purchase made by you will not be accepted and indication will not constitute a contractual commitment by you to purchase any of the Certificates securities until the offering has been priced and we have accepted your offer advised you of and confirmed the allocation of securities to purchase Certificates. We will not accept any offer by you be made to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offeryou.

Offering by Underwriters. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer the Underwritten Certificates for sale to the public as set forth in the Final Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Each Underwriter will solicit offers severally covenants and agrees with the Company as to purchase the Certificates as followsitself that: (1i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter entering into any Contract of Sale for any CertificateSale, any interest in any Certificate or any Mortgage Loan the Underwriter shall convey the Preliminary Prospectus to each prospective investor. The Underwriter shall keep sufficient records to document its conveyance of the Preliminary Prospectus to each potential investor prior to the investor’s receipt related Contract of Sale. (ii) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Definitive 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. (2iii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating An Underwriter may convey a Preliminary Term Sheet to the Certificates used by an Underwriter in compliance with the terms of this Agreement a potential investor prior to the time such Underwriter has entered 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. (iv) 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 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 an Underwriter does not furnish a Free Writing Prospectus to the Depositor's counsel prior to the scheduled print date of the Final Prospectus, such 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 issuer has filed a registration statement (including a prospectus) with the SEC for Certificates shall prominently set forth substantially the following statement: offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, 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 base prospectus and the prospectus supplement. The information in this free writing prospectus is preliminarysupersedes information contained in any prior similar free writing prospectus relating to these securities prior to the 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 (including, among other things, the possibility 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 superseded by no liability between us as a consequence of the Definitive Free Writing Prospectusnon-delivery. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates asset-backed securities referred to in this free writing prospectus and to solicit an offer to purchase the Certificatesindication of your interest in purchasing such securities, when, as and if issued. Any such offer to purchase made by you will not be accepted and indication of interest will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted securities. (vii) Any Computational Materials shall include legends, in addition to those 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 offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase 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 information may be based in part on loan level data provided by the Certificates until after you have received the Definitive issuer or its affiliates. (viii) Each Underwriter severally agrees to retain all Free Writing Prospectus. You may withdraw your offer Prospectuses that it has used and that are not required to purchase Certificates at any time prior be filed pursuant to our acceptance this Section 4 for a period of your offerthree years following the initial bona fide offering of the Underwritten Certificates. (c) The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise: COMPUTATIONAL MATERIALS: Any Free Writing Prospectus prepared by the Underwriter that contains only (i) information of the type specified in paragraph (5) of the definition of ABS Informational and Computational Materials in Item 1101(a) of Regulation AB or (ii) information that is not Issuer Information.

Offering by Underwriters. It is understood The Company hereby confirms that each Underwriter proposes the Underwriters and dealers have been authorized to offer distribute or cause to be distributed any Preliminary Prospectus and the Certificates for sale Pricing Disclosure Package and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the public Underwriters). The Representative(s) agree that, as set forth in soon as the Prospectus. (aRepresentative(s) It is understood believe the offering of the Securities has been terminated, the Representative(s) will so advise the Company. Each Underwriter severally represents and warrants to, and agrees with, the Company and each other Underwriter that each Underwriter proposes to it has not made, and will not make, any offer and/or solicit offers for the Certificates to be purchased by it for sale relating to the public Securities that would constitute a “free writing prospectus” (as set forth defined in Rule 405), without the Prospectus prior written consent of the Company and each Underwriter agrees the Representative(s), other than one or more free writing prospectuses relating to the Securities containing customary information not inconsistent with the Term Sheet prepared and filed by the Company pursuant to Section 5(a) below or otherwise containing “issuer information” (as defined in Rule 433) contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus. The Underwriters agree that all such offersthey, solicitations and sales by it shall be made in compliance to their best knowledge after due inquiry, will comply with all applicable laws and regulations. Prior to regulations in force in any jurisdiction in which they offer or sell the date hereofSecurities or possesses or distributes the Prospectus, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate Preliminary Prospectus or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Underwriter will solicit offers to purchase the Certificates as follows: (1) Prior to the time you have received the Definitive Issuer Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest other offering material and will obtain any consent, approval or permission required by them for the offer or sale by them of the Securities under the laws and regulations in force in any Certificate jurisdiction to which they are subject or Mortgage Loan in which they make such offers or otherwise enter into any Contract of Sale for any Certificatesales, any interest including those set forth under the caption “Selling Restrictions” in any Certificate or any Mortgage Loan prior to the investor’s receipt of section entitled “Underwriting” in the Definitive Free Writing most recent Preliminary Prospectus. (2) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriters. 4.1. It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it Offered Securities for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offersyou will not offer, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of sell or otherwise transferred any Certificate or any security backed by distribute the Mortgage Loans, any interest Offered Securities (except for the sale thereof in exempt transactions) in any Certificate state in which the Offered Securities are not exempt from registration under "blue sky" or state securities laws (except where the Offered Securities will have been qualified for offering and sale at your direction under such security "blue sky" or any Mortgage Loanstate securities laws). (b) 4.2. It is understood that each Underwriter will solicit offers may prepare and provide to purchase prospective investors certain Computational Materials and ABS Term Sheets in connection with the Certificates as followsoffering of the Offered Securities, subject to the following conditions: (1a) Prior All Computational Materials and ABS Term Sheets provided by an Underwriter to prospective investors that are required to be filed pursuant to the time you have received SEC No-Action Letters shall bear a legend on each page including the Definitive Free Writing Prospectus you mayfollowing statement: "THE INFORMATION CONTAINED HEREIN HAS BEEN PROVIDED BY [UNDERWRITER]. NEITHER THE ISSUER OF THE SECURITIES NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION." In the case of Collateral Term Sheets (as defined in the SEC No-Action Letters), such legend shall also include the following statement: "THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES AND SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [UNDERWRITER]." Notwithstanding the foregoing, this subsection (a) will be satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form previously approved in writing by the Company. (b) Any [Computational Material and] ABS Term Sheets are subject to the review by and approval of the Company prior to their distribution to any prospective investors and a copy of such [Computational Material and] ABS Term Sheets as are delivered to prospective investors shall, in compliance addition to the foregoing delivery requirements, be delivered to the Company simultaneously with delivery to prospective investors. (c) Each Underwriter shall provide to the Company, for filing on Form 8-K as provided in Section 5(i), copies (in such format as required by the Company) of all Computational Materials and ABS Term Sheets prepared by it that are required to be filed with the provisions Commission pursuant to the SEC No-Action Letters. An Underwriter may provide copies of the foregoing in a consolidated or aggregate form that includes all information required to be filed. All Computational Materials and ABS Term Sheets described in this AgreementSection 4.2(c) must be provided to the Company not later than 9:00 a.m. New York time one business day before filing thereof is required pursuant to the terms of the SEC No-Action Letters. Each Underwriter severally agrees that it will not provide to any investor or prospective investor in the Offered Securities any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials and ABS Term Sheets are required to be provided to the Company pursuant to this Section 4.2(c) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Company in accordance with this Section 4.2(c) for filing pursuant to Section 5(i)), solicit offers unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (d) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided, however, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the Assets that are incorrect, that differ from the final Pool Information in any material respect or on Security structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter responsible therefor shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Pool Information and structuring assumptions, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to such Underwriter they would purchase Certificates; all or any portion of the Securities, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Company pursuant to Section 4.2(c). (e) The Company shall not be obligated to file any Computational Materials or ABS Term Sheets that (i) in the reasonable determination of the Company [and the respective Underwriter] are not required to be filed pursuant to the SEC No-Action Letters or (ii) have been determined to contain any material error or omission, provided that, you at the request of the respective Underwriter, the Company will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated [date]" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked "material previously dated [date], as corrected". In the event that at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Company or the respective Underwriter, to contain a material error or omission, such Underwriter shall not accept prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected version of such Computational Materials and ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Offered Securities, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials and ABS Term Sheets (marked, "as corrected") to the Company for filing with the Commission in a subsequent Form 8-K submission (subject to the Company's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which shall be at the expense of such Underwriter) provided that if any such offer letter is required to purchase be revised solely because of a Certificate or any interest change in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificatethe Pool Information, any interest additional expenses for such letter resulting from the change in any Certificate or any Mortgage Loan prior to Pool Information shall be paid by the investor’s receipt of the Definitive Free Writing ProspectusCompany. (2f) Any Free Writing Prospectus (other than If the Definitive Free Writing Prospectus) relating Underwriter does not provide any Computational Materials and ABS Term Sheets to the Certificates used by an Company pursuant to Section 4.2(c), such Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in compliance written or electronic form in connection with the terms offering of this Agreement the Offered Securities that is required to be filed with the Commission in accordance with the SEC No-Action Letters, and such Underwriter shall provide the Company with a certification to that effect on the Closing Date. 4.3. Each Underwriter severally represents and warrants and agrees with the Company that as of the date hereof and as of the Closing Date that: (i) the Computational Materials and ABS Term Sheets furnished by it to the Company pursuant to Section 4.2(c) constitute (either in original, aggregate or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offered Securities in accordance with the SEC No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the SEC No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets with respect to such Securities (or any written or electronic materials furnished to prospective investors on which the Computational Materials and ABS Term Sheets are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 4.2(c) and on the related Closing Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by errors in the Pool Information; (iii) each Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you represent to purchase potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the Certificates until we have accepted your offer Company; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to purchase Certificatesprospective investors by it on which the Computational Materials and ABS Term Sheets were based) contained and will contain the legend in the form set forth in Section 4.2(a) (or in such other form previously approved in writing by the Company). We Notwithstanding the foregoing, no Underwriter makes any representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will not accept include any offer by you to purchase Certificates, and you will not have inaccurate statement resulting directly from any contractual commitment to purchase any of error contained in the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerPool Information.

Offering by Underwriters. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates Underwritten Notes for sale to the public as set forth in the Final Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Each Underwriter will solicit offers severally covenants and agrees with the Company as to purchase the Certificates as followsitself that: (1i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter entering into any Contract of Sale for any CertificateSale, any interest in any Certificate or any Mortgage Loan the Underwriter shall convey the Preliminary Prospectus to each prospective investor. The Underwriter shall keep sufficient records to document its conveyance of the Preliminary Prospectus to each potential investor prior to the investor’s receipt related Contract of Sale. (ii) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Definitive Securities Act, the Underwriter shall not convey or deliver any written communication to any person in connection with the initial offering of the Notes, 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. (2iii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating An Underwriter may convey a Preliminary Term Sheet to the Certificates used by an Underwriter in compliance with the terms of this Agreement a potential investor prior to the time such Underwriter has entered 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. (iv) 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 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 an Underwriter does not furnish a Free Writing Prospectus to the Depositor's counsel prior to the scheduled print date of the Final Prospectus, such 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 issuer has filed a registration statement (including a prospectus) with the SEC for Certificates shall prominently set forth substantially the following statement: offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, 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 base prospectus and the prospectus supplement. The information in this free writing prospectus is preliminarysupersedes information contained in any prior similar free writing prospectus relating to these securities prior to the 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 (including, among other things, the possibility 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 superseded by no liability between us as a consequence of the Definitive Free Writing Prospectusnon-delivery. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates asset-backed securities referred to in this free writing prospectus and to solicit an offer to purchase the Certificatesindication of your interest in purchasing such securities, when, as and if issued. Any such offer to purchase made by you will not be accepted and indication of interest will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted securities. (vii) Any Computational Materials shall include legends, in addition to those 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 offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase 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 information may be based in part on loan level data provided by the Certificates until after you have received the Definitive issuer or its affiliates. (viii) Each Underwriter severally agrees to retain all Free Writing Prospectus. You may withdraw your offer Prospectuses that it has used and that are not required to purchase Certificates at any time prior be filed pursuant to our acceptance this Section 4 for a period of your offerthree years following the initial bona fide offering of the Underwritten Notes. (c) The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise: COMPUTATIONAL MATERIALS: Any Free Writing Prospectus prepared by the Underwriter that contains only (i) information of the type specified in paragraph (5) of the definition of ABS Informational and Computational Materials in Item 1101(a) of Regulation AB or (ii) information that is not Issuer Information.

Offering by Underwriters. 4.1. It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it Offered Securities for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offersyou will not offer, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of sell or otherwise transferred any Certificate or any security backed by distribute the Mortgage Loans, any interest Offered Securities (except for the sale thereof in exempt transactions) in any Certificate state in which the Offered Securities are not exempt from registration under "blue sky" or state securities laws (except where the Offered Securities will have been qualified for offering and sale at your direction under such security "blue sky" or any Mortgage Loanstate securities laws). (b) 4.2. It is understood that each Underwriter will solicit offers may prepare and provide to purchase prospective investors certain Computational Materials and ABS Term Sheets in connection with the Certificates as followsoffering of the Offered Securities, subject to the following conditions: (1a) Prior All Computational Materials and ABS Term Sheets provided by an Underwriter to prospective investors that are required to be filed pursuant to the time you have received SEC No-Action Letters shall bear a legend on each page including the Definitive Free Writing Prospectus you mayfollowing statement: "THE INFORMATION CONTAINED HEREIN HAS BEEN PROVIDED BY [UNDERWRITER]. NEITHER THE ISSUER OF THE SECURITIES NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION." In the case of Collateral Term Sheets (as defined in the SEC No-Action Letters), such legend shall also include the following statement: "THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES AND SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [UNDERWRITER]." Notwithstanding the foregoing, this subsection (a) will be satisfied if all Computational Materials and ABS Term Sheets referred to therein bear a legend in a form previously approved in writing by the Company. (b) Any [Computational Material and] ABS Term Sheets are subject to the review by and approval of the Company prior to their distribution to any prospective investors and a copy of such [Computational Material and] ABS Term Sheets as are delivered to prospective investors shall, in compliance addition to the foregoing delivery requirements, be delivered to the Company simultaneously with delivery to prospective investors. (c) Each Underwriter shall provide to the Company, for filing on Form 8-K as provided in Section 5(i), copies (in such format as required by the Company) of all Computational Materials and ABS Term Sheets prepared by it that are required to be filed with the provisions Commission pursuant to the SEC No-Action Letters. An Underwriter may provide copies of the foregoing in a consolidated or aggregate form that includes all information required to be filed. All Computational Materials and ABS Term Sheets described in this AgreementSection 4.2(c) must be provided to the Company not later than 9:00 a.m. New York time one business day before filing thereof is required pursuant to the terms of the SEC No-Action Letters. Each Underwriter severally agrees that it will not provide to any investor or prospective investor in the Offered Securities any Computational Materials or ABS Term Sheets on or after the day on which Computational Materials and ABS Term Sheets are required to be provided to the Company pursuant to this Section 4.2(c) (other than copies of Computational Materials or ABS Term Sheets previously submitted to the Company in accordance with this Section 4.2(c) for filing pursuant to Section 5(i)), solicit offers unless such Computational Materials or ABS Term Sheets are preceded or accompanied by the delivery of a Prospectus to such investor or prospective investor. (d) All information included in the Computational Materials and ABS Term Sheets shall be generated based on substantially the same methodology and assumptions that are used to generate the information in the Prospectus Supplement as set forth therein; provided, however, that the Computational Materials and ABS Term Sheets may include information based on alternative methodologies or assumptions if specified therein. If any Computational Materials or ABS Term Sheets that are required to be filed were based on assumptions with respect to the Assets that are incorrect, that differ from the final Pool Information in any material respect or on Security structuring terms that were revised in any material respect prior to the printing of the Prospectus, the Underwriter responsible therefor shall prepare revised Computational Materials or ABS Term Sheets, as the case may be, based on the final Pool Information and structuring assumptions, circulate such revised Computational Materials and ABS Term Sheets to all recipients of the preliminary versions thereof that indicated orally to such Underwriter they would purchase Certificates; all or any portion of the Securities, and include such revised Computational Materials and ABS Term Sheets (marked, "as revised") in the materials delivered to the Company pursuant to Section 4.2(c). (e) The Company shall not be obligated to file any Computational Materials or ABS Term Sheets that (i) in the reasonable determination of the Company [and the respective Underwriter] are not required to be filed pursuant to the SEC No- Action Letters or (ii) have been determined to contain any material error or omission, provided that, you at the request of the respective Underwriter, the Company will file Computational Materials or ABS Term Sheets that contain a material error or omission if clearly marked "superseded by materials dated [date]" and accompanied by corrected Computational Materials or ABS Term Sheets that are marked "material previously dated [date], as corrected". In the event that at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act, any Computational Materials or ABS Term Sheets are determined, in the reasonable judgment of the Company or the respective Underwriter, to contain a material error or omission, such Underwriter shall not accept prepare a corrected version of such Computational Materials or ABS Term Sheets, shall circulate such corrected version of such Computational Materials and ABS Term Sheets to all recipients of the prior versions thereof that either indicated orally to such Underwriter they would purchase all or any portion of the Offered Securities, or actually purchased all or any portion thereof, and shall deliver copies of such corrected Computational Materials and ABS Term Sheets (marked, "as corrected") to the Company for filing with the Commission in a subsequent Form 8-K submission (subject to the Company's obtaining an accountant's comfort letter in respect of such corrected Computational Materials and ABS Term Sheets, which shall be at the expense of such Underwriter) provided that if any such offer letter is required to purchase be revised solely because of a Certificate or any interest change in any Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Certificatethe Pool Information, any interest additional expenses for such letter resulting from the change in any Certificate or any Mortgage Loan prior to Pool Information shall be paid by the investor’s receipt of the Definitive Free Writing ProspectusCompany. (2f) Any Free Writing Prospectus (other than If the Definitive Free Writing Prospectus) relating Underwriter does not provide any Computational Materials and ABS Term Sheets to the Certificates used by an Company pursuant to Section 4.2(c), such Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in compliance written or electronic form in connection with the terms offering of this Agreement the Offered Securities that is required to be filed with the Commission in accordance with the SEC No-Action Letters, and such Underwriter shall provide the Company with a certification to that effect on the Closing Date. 4.3. Each Underwriter severally represents and warrants and agrees with the Company that as of the date hereof and as of the Closing Date that: (i) the Computational Materials and ABS Term Sheets furnished by it to the Company pursuant to Section 4.2(c) constitute (either in original, aggregate or consolidated form) all of the materials furnished to prospective investors by such Underwriter prior to the time of delivery thereof to the Company that are required to be filed with the Commission with respect to the Offered Securities in accordance with the SEC No-Action Letters, and such Computational Materials and ABS Term Sheets comply with the requirements of the SEC No-Action Letters; (ii) on the date any such Computational Materials and ABS Term Sheets with respect to such Securities (or any written or electronic materials furnished to prospective investors on which the Computational Materials and ABS Term Sheets are based) were last furnished to each prospective investor and on the date of delivery thereof to the Company pursuant to Section 4.2(c) and on the related Closing Date, such Computational Materials and ABS Term Sheets (or materials) were accurate in all material respects when read in conjunction with the Prospectus (taking into account the assumptions explicitly set forth in the Computational Materials), except to the extent of any errors therein that are caused by errors in the Pool Information; (iii) each Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you represent to purchase potential investors that any Computational Materials and ABS Term Sheets were prepared or disseminated on behalf of the Certificates until we have accepted your offer Company; and (iv) all Computational Materials and ABS Term Sheets (or underlying materials distributed to purchase Certificatesprospective investors by it on which the Computational Materials and ABS Term Sheets were based) contained and will contain the legend in the form set forth in Section 4.2(a) (or in such other form previously approved in writing by the Company). We Notwithstanding the foregoing, no Underwriter makes any representation or warranty as to whether any Computational Materials or ABS Term Sheets (or any written or electronic materials furnished to prospective investors on which the Computational Materials or ABS Term Sheets are based) included or will not accept include any offer by you to purchase Certificates, and you will not have inaccurate statement resulting directly from any contractual commitment to purchase any of error contained in the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerPool Information.

Offering by Underwriters. (a) It is understood that each Underwriter proposes the several Underwriters propose to offer the Certificates Underwritten Notes for sale to the public as set forth in the Final Prospectus. (a) It is understood that each Underwriter proposes to offer and/or solicit offers for the Certificates to be purchased by it for sale to the public as set forth in the Prospectus and each Underwriter agrees that all such offers, solicitations and sales by it shall be made in compliance with all applicable laws and regulations. Prior to the date hereof, you have not offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. (b) It is understood that each Each Underwriter will solicit offers severally covenants and agrees with the Company as to purchase the Certificates as followsitself that: (1i) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided that, you shall not accept any such offer to purchase a Certificate or any interest in any Certificate or Mortgage Loan or otherwise enter entering into any Contract of Sale for any CertificateSale, any interest in any Certificate or any Mortgage Loan the Underwriter shall convey the Preliminary Prospectus to each prospective investor. The Underwriter shall keep sufficient records to document its conveyance of the Preliminary Prospectus to each potential investor prior to the investor’s receipt related Contract of Sale. (ii) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Definitive Securities Act, the Underwriter shall not convey or deliver any written communication to any person in connection with the initial offering of the Notes, 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. (2iii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating An Underwriter may convey a Preliminary Term Sheet to the Certificates used by an Underwriter in compliance with the terms of this Agreement a potential investor prior to the time such Underwriter has entered 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. (iv) 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 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 an Underwriter does not furnish a Free Writing Prospectus to the Depositor's counsel prior to the scheduled print date of the Final Prospectus, such 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 issuer has filed a registration statement (including a prospectus) with the SEC for Certificates shall prominently set forth substantially the following statement: offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at WWW.SEC.GOV. Alternativ▇▇▇, the issuer, any underwriter or ▇▇▇ 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 base prospectus and the prospectus supplement. The information in this free writing prospectus is preliminarysupersedes information contained in any prior similar free writing prospectus relating to these securities prior to the 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 (including, among other things, the possibility 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 superseded by no liability between us as a consequence of the Definitive Free Writing Prospectusnon-delivery. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates asset-backed securities referred to in this free writing prospectus and to solicit an offer to purchase the Certificatesindication of your interest in purchasing such securities, when, as and if issued. Any such offer to purchase made by you will not be accepted and indication of interest will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted securities. (vii) Any Computational Materials shall include legends, in addition to those 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 offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase 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 information may be based in part on loan level data provided by the Certificates until after you have received the Definitive issuer or its affiliates. (viii) Each Underwriter severally agrees to retain all Free Writing Prospectus. You may withdraw your offer Prospectuses that it has used and that are not required to purchase Certificates at any time prior be filed pursuant to our acceptance this Section 4 for a period of your offerthree years following the initial bona fide offering of the Underwritten Notes. (c) The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise: COMPUTATIONAL MATERIALS: Any Free Writing Prospectus prepared by the Underwriter that contains only (i) information of the type specified in paragraph (5) of the definition of ABS Informational and Computational Materials in Item 1101(a) of Regulation AB or (ii) information that is not Issuer Information.