Common use of Offering Procedures Clause in Contracts

Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each Underwriter shall have conveyed to the related purchaser a copy of the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, in the form that such Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:

Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Publicly-Offered Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Publicly-Offered Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Publicly-Offered Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Publicly-Offered Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Publicly-Offered Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of notified the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to Underwritten Publicly-Offered Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to or simultaneously with entering into a Contract of Sale, each Underwriter shall have conveyed deliver to the related purchaser a copy of the Final Prospectus, or if prior to the date hereof, a copy of the Preliminary Prospectus if the Final Prospectus is not yet availableProspectus, in the form that such Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Publicly-Offered Certificates. Each confirmation of sale with respect to the Underwritten Publicly-Offered Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:

Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Publicly-Offered Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Publicly-Offered Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Publicly-Offered Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Publicly-Offered Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Publicly-Offered Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of notified the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with 220666 SEMT 2007-2 Underwriting Agreement the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to Underwritten Publicly-Offered Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to or simultaneously with entering into a Contract of Sale, each Underwriter shall have conveyed deliver to the related purchaser a copy of the Final Prospectus, or if prior to the date hereof, a copy of the Preliminary Prospectus if the Final Prospectus is not yet availableProspectus, in the form that such Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Publicly-Offered Certificates. Each confirmation of sale with respect to the Underwritten Publicly-Offered Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to June 6, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling 1-800-294-1322 or by e-mail at dg.prospectus_distribution @b▇▇▇.▇▇▇. The Underwriter will also comply with NASD Rules IM-2440-1 and IM-2440-2 in connection with the offer and sale of the Underwritten Certificates.

Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Publicly-Offered Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Publicly-Offered Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Publicly-Offered Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Publicly-Offered Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates Publicly-Offered Securities that constitutes a “written communication” communication within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with 192618 SEMT 2006-1 Underwriting Agreement the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to Underwritten Publicly-Offered Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to or simultaneously with entering into a Contract of Sale, each Underwriter shall have conveyed deliver to the related purchaser a copy of the Final Prospectus, or if prior to the date hereof, a copy of the Preliminary Prospectus if the Final Prospectus is not yet availableProspectus, in the form that such Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Publicly-Offered Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:.

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to September 10, 2012, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling 1-▇▇▇-▇▇▇-▇▇▇▇.

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates Certificate for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates Certificate (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are Certificate is not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates Certificate will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates Certificate that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Final Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to February 8, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificate other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor for the offering of the Underwritten Certificate and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates Certificate in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available(as defined herein), in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten CertificatesCertificate. Each confirmation of sale with respect to the Underwritten Certificates Certificate delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling [insert underwriter telephone number].

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to November 16, 2012, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling 1-▇▇▇-▇▇▇-▇▇▇▇.

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to March 22, 2012, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling 1-▇▇▇-▇▇▇-▇▇▇▇.

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to October 16, 2012, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:

Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus Prospectus, the collateral information dated November 19, 2009 and January 13, 2010 circulated by the Depositor that will be filed with the Commission on Form 8-K (the “Preliminary Collateral Information”) and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities ActAct other than the Preliminary Collateral Information. Prior to entering into a Contract of Sale, each Underwriter shall have conveyed to the related purchaser a copy of the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, in the form that such Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at ▇▇▇.▇▇▇.▇▇▇, or by calling ▇-▇▇▇-▇▇▇-▇▇▇▇.

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to April 24, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to February 22, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to ______ __, 201_, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling ______________ or by e-mail at __________________________. The Underwriter will also comply with Financial Industry Regulatory Authority Rule 2121 in connection with the offer and sale of the Underwritten Certificates.

Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, the Supplemental Marketing Material, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each Underwriter shall have conveyed to the related purchaser a copy of the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, in the form that such Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling 1-▇▇▇-▇▇▇-▇▇▇▇.

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to May 15, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to January 23, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at ▇▇▇.▇▇▇.▇▇▇, or by calling ▇-▇▇▇-▇▇▇-▇▇▇▇.

Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Publicly-Offered Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Publicly-Offered Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Publicly-Offered Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Publicly-Offered Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Publicly-Offered Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with 214709 SEMT 2007-1 Underwriting Agreement the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to Underwritten Publicly-Offered Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to or simultaneously with entering into a Contract of Sale, each Underwriter shall have conveyed deliver to the related purchaser a copy of the Final Prospectus, or if prior to the date hereof, a copy of the Preliminary Prospectus if the Final Prospectus is not yet availableProspectus, in the form that such Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Publicly-Offered Certificates. Each confirmation of sale with respect to the Underwritten Publicly-Offered Certificates delivered by an Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, effect in compliance with Rule 173 under the Securities Act:

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to [_____], 2012, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at ww▇.▇▇▇.▇▇▇, or by calling 1-▇▇▇-▇▇▇-▇▇▇▇.

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to June 19, 2012, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling 1-▇▇▇-▇▇▇-▇▇▇▇.

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to March 15, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at w▇▇.▇▇▇.▇▇▇, or by calling [Insert underwriter telephone number].

Offering Procedures. It is understood that the Underwriters propose Underwriter proposes to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state or other jurisdiction in which the Underwritten Certificates are not exempt from registration under “blue sky,” state or state similar securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky,” state or state similar securities laws). Neither the Depositor nor any the Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term SheetSheet and the Preliminary Free Writing Prospectus, each Prospectus and, in the case of the UnderwritersUnderwriter, Derived Information or Custom Loan Information, unless (i) if an the Underwriter seeks to disseminate such information, such the Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the UnderwritersUnderwriter. An The Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each The Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such the Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to January 10, 2013, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject to a confidentiality agreement approved by the Depositor. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any the Underwriter shall disseminate or file with the Commission any information relating to Underwritten Certificates in reliance on Rule 167 or 426 under the Securities Act, nor shall any the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Prior to entering into a Contract of Sale, each the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each in the form that such the Underwriter and the Depositor have agreed most recently prior thereto shall be used for offers and sales of the Underwritten Certificates. Each confirmation of sale with respect to the Underwritten Certificates delivered by an the Underwriter shall, if such confirmation of sale is not preceded or accompanied by delivery of the Final Prospectus, include a legend to the following effect, or a similar legend, in compliance with Rule 173 under the Securities Act:: Rule 173 notice: This security was sold pursuant to an effective registration statement that is on file with the SEC. You may request a copy of the Prospectus at ww▇.▇▇▇.▇▇▇, or by calling 1-▇▇▇-▇▇▇-▇▇▇▇.