Common use of Agreements of the Underwriter Clause in Contracts

Agreements of the Underwriter. A. The Underwriter agrees with the Seller that upon the execution of this Agreement and authorization by the Underwriter of the release of the Class A Certificates, the Underwriter shall offer the Class A Certificates for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. B. The Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets in connection with the offering of the Class A Certificates, subject to the following conditions: 1. In connection with the use of Computational Materials, the Underwriter shall comply with all applicable requirements of the No-Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and the Underwriter by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association ("PSA"), dated May 23, 1994 (collectively, the "▇▇▇▇▇▇/PSA Letters"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, the Underwriter shall comply with all applicable requirements of the No-Action Letter, dated February 17, 1995, issued by the Division of Corporation Finance to the Commission to PSA (the "PSA Letter" and, together with the ▇▇▇▇▇▇/PSA Letters, the "No-Action Letters").

Agreements of the Underwriter. A. The Underwriter agrees with the Seller that upon the execution of this Agreement and authorization by the Underwriter of the release of the Class A Certificateseach Series of Notes, the Underwriter shall offer the Class A Certificates each Series of Notes for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. B. The Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets in connection with the offering of the Class A CertificatesNotes, subject to the following conditions: 1. In connection with the use of Computational Materials, the Underwriter shall comply with all applicable requirements of the No-Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, Peabody ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and the Underwriter by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association ("PSA"), dated May 23, 1994 (collectively, the "▇▇▇▇▇▇/PSA Letters"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, the Underwriter shall comply with all applicable requirements of the No-Action Letter, dated February 17, 1995, issued by the Division of Corporation Finance to the Commission to PSA (the "PSA Letter" and, together with the ▇▇▇▇▇▇/PSA Letters, the "No-Action Letters").

Agreements of the Underwriter. A. The Underwriter agrees with the Seller that upon the execution of this Agreement and authorization by the Underwriter of the release of the Class A CertificatesNotes, the Underwriter shall offer the Class A Certificates Notes for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. B. The Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets in connection with the offering of the Class A CertificatesNotes, subject to the following conditions: 1. In connection with the use of Computational Materials, the Underwriter shall comply with all applicable requirements of the No-Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇, Peabody ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and the Underwriter by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association ("PSA"), dated May 23, 1994 (collectively, the "▇▇▇▇▇▇/PSA Letters"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, the Underwriter shall comply with all applicable requirements of the No-Action Letter, dated February 17, 1995, issued by the Division of Corporation Finance to the Commission to PSA (the "PSA Letter" and, together with the ▇▇▇▇▇▇/PSA Letters, the "No-Action Letters").

Agreements of the Underwriter. A. The Underwriter agrees with the Seller that upon the execution of this Agreement and authorization by the Underwriter of the release of the Class A CertificatesNotes, the Underwriter shall offer the Class A Certificates Notes for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. B. The Underwriter may prepare and provide to prospective investors certain Computational Materials and ABS Term Sheets in connection with the offering of the Class A CertificatesNotes, subject to the following conditions: 1. In connection with the use of Computational Materials, the Underwriter shall comply with all applicable requirements of the No-Action Letter, dated May 20, 1994, issued by the Division of Corporation Finance of the Commission to ▇▇▇▇▇▇Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & C▇. ▇▇▇▇▇▇, or▇▇▇▇▇▇▇ & Co. Incorporated and Kidder Structured Asse▇ ▇▇▇▇▇▇ Structured Asset Corporationoration, as made applicable to other issuers ot▇▇▇ ▇▇suers and the Underwriter by the Division of Corporation Finance of the Commission in response to the request of the Public Securities Association ("PSA"), dated May 23, 1994 (collectively, the "▇▇▇▇▇▇/PSA Kidder/PSA Letters"), as well as the PSA Letter referred to belowb▇▇▇▇. In connection with the use of ABS Term Sheets, the Underwriter shall comply with all applicable requirements of the No-Action Letter, dated February 17, 1995, issued by the Division of Corporation Finance to the Commission to PSA (the "PSA Letter" and, together with the ▇▇▇▇▇▇/PSA Kidder/PSA Letters, the "No-Action Letters").