Common use of Covenants of the Depositor Clause in Contracts

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with you and the several Underwriters participating in the Offering of any Series of Certificates that: (a) The In connection with the execution of each Terms Agreement, the Depositor will prepare a Prospectus Supplement to be filed under the Act setting forth the principal amount of Certificates covered thereby and their terms not otherwise specified in the Prospectus, the price at which the Certificates are to be purchased by the several Underwriters from the Depositor, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concession and reallowance, if any, any delayed delivery arrangements, and such other information as you and the Depositor deem appropriate in connection with the offering of the Certificates, but the Depositor will not file any amendments to the Registration Statement or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to you, and you shall not have objected thereto promptly after receipt thereof. The Depositor will advise you or your counsel promptly (i) when notice is received from the Commission that any post effective amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) has become or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filingwill become effective, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Certificates, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on authority administering any state securities or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by Blue Sky law, as soon as the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor is advised thereof, and will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, communication and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (b) IfThe Depositor shall file any Free Writing Prospectus prepared by the Depositor (including the Definitive Free Writing Prospectus), and any Issuer Information contained in any Free Writing Prospectus provided to it by each Underwriter under Section 4(d)(5), not later than the date of first use of the Free Writing Prospectus, except that: (1) As to any Free Writing Prospectus or portion thereof that contains only (A) a description of the final terms of the Certificates after such terms have been established for all classes of Certificates being publicly offered, may be filed by the Depositor within two days of the later of (i) the date such final terms have been established for all classes of Certificates being publicly offered and (ii) the date of first use; and (B) a description of the terms of the Certificates that does not reflect the final terms after they have been established for all classes of all Certificates is not required to be filed; and (2) Notwithstanding clause (1) above, as to any Free Writing Prospectus or portion thereof required to be filed that contains only information of a type included within the definition of ABS Informational and Computational Materials, the Depositor shall file such Free Writing Prospectus or portion thereof within the later of (i) two business days after the Underwriter first provides this information to investors and (ii) the date upon which the Depositor is required to file the Prospectus Supplement with the Commission pursuant to Rule 424(b)(5) of the Act; provided further, that prior to such use of any Free Writing Prospectuses by the Depositor, the Underwriter must comply with its obligations pursuant to Section 4(d) and that the Depositor shall not be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (c) If at any time when a prospectus Prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, Act any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderAct, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance andcompliance. (d) If the Depositor or any Underwriter determines or becomes aware that any Written Communication (including without limitation any Free Writing Prospectus) or oral statement contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, if in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into with any investor, when considered in conjunction with all information conveyed at the time of Contract of Sale, either the Depositor or that Underwriter may prepare corrective information with notice to the other party and any other Underwriters, and the Underwriter dealing with that investor shall deliver such amendment or supplement is required to be contained information in a post-effective amendment manner reasonably acceptable to that Underwriter and the Depositor, to any person with whom a Contract of Sale was entered into, and such information shall provide any such person with the following: (1) Adequate disclosure of the contractual arrangement; (2) Adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought; (3) Adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and (4) A meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. To the extent that the Underwriter incurs any costs to the Registration Statementinvestor in connection with any such termination or reformation of a Contract of Sale, the Depositor shall use its best efforts to cause reimburse the Underwriter for such amendment costs to the Registration Statement extent that the defective information was of a type that the Depositor is responsible for under Section 7(a). (e) With respect to be made effective each Series of Certificates, the Depositor will make generally available to the holders of the Certificates and will deliver to you, in each case as soon as possiblepracticable, an earnings statement covering the twelve-month period beginning after the date of the Terms Agreement in respect of such series of Certificates, which will satisfy the provisions of Section 11(a) of the Act with respect to the Certificates. (cf) The Depositor shall will furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including two of which will be signed and will include all documents and exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriterincorporated by reference therein), each Issuer Free Writing related preliminary prospectus, the Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any all amendments and supplements thereto to such documents, in each case as soon as available and in such quantities as you may reasonably request; provided, however, that you will provide the notice specified in Section 4(h) in every confirmation and will only deliver the prospectus to those investors that request a paper copy thereof. (dg) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify will arrange for the Registered qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you may reasonably designate and will maintain continue such qualifications in effect so long as reasonably required for the distribution of the Registered Certificatesdistribution; provided provided, however, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified on the date of the related Terms Agreement or to take any action that which would subject it to general or unlimited service of process in any jurisdiction where in which it is not now not, on the date of the related Terms Agreement, subject to such service of process. (eh) The Depositor shall paywill pay all expenses incidental to the performance of its obligations under this Agreement and any Terms Agreement and will reimburse each Underwriter for any expenses (including fees and disbursements of counsel and accountants) incurred by them in connection with qualification of the Certificates and determination of their eligibility for investment under the laws of such jurisdictions as you designate and the printing of memoranda relating thereto, for any fees charged by the nationally recognized statistical rating agencies for the rating of the Certificates, for the filing fee of the National Association of Securities Dealers, Inc. relating to the Certificates, if applicable, and for expenses incurred in distributing the prospectus to the Underwriters. (i) During the period when a prospectus is required by law to be delivered in connection with the sale of the Certificates pursuant to this Agreement, the Depositor will file or cause to be paidfiled, on a timely and complete basis, all costs and expenses in connection documents that are required to be filed by the Depositor with the transactions herein contemplatedCommission pursuant to Section 13, including, but not limited to14 or 15(d) of the Exchange Act. (j) So long as the Certificates of a Series shall be outstanding, the fees and disbursements Depositor will deliver to you the annual statement of its counsel; compliance delivered to the costs and expenses of printing (or otherwise reproducing) and delivering Trustee pursuant to the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements annual statement of a firm of independent public accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery furnished to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire Trustee pursuant to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides as soon as such statements are furnished to the Trustee. (k) The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as with respect to the Trust Fund, shall cause the Trustee offering of securities contemplated hereby (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to including in connection with determining the terms of the Pooling offering) and Servicing Agreement not as a financial advisor or fiduciary to, satisfy and comply with all reporting requirements of or agent of, the 1934 Act and Depositor or any other person. Additionally, neither Underwriter is advising the rules and regulations thereunder. (h) Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Registered Certificates as described in Section 1(a)(xix)transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Depositor with respect thereto. (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, ABS Informational and Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; upfront costs and fees of other parties to the Pooling and Servicing Agreement; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with you and the several Underwriters participating in the Offering of any Series of Certificates that: (a) The In connection with the execution of each Terms Agreement, the Depositor will prepare a Prospectus Supplement to be filed under the Act setting forth the principal amount of Certificates covered thereby and their terms not otherwise specified in the Prospectus, the price at which the Certificates are to be purchased by the several Underwriters from the Depositor, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concession and reallowance, if any, any delayed delivery arrangements, and such other information as you and the Depositor deem appropriate in connection with the offering of the Certificates, but the Depositor will not file any amendments to the Registration Statement or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to you, and you shall not have objected thereto promptly after receipt thereof. The Depositor will advise you or your counsel promptly (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) has become or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filingwill become effective, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Certificates, or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on authority administering any state securities or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by Blue Sky law, as soon as the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor is advised thereof, and will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, communication and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (b) IfThe Depositor shall file any Free Writing Prospectus prepared by the Depositor (including the Definitive Free Writing Prospectus), and any Issuer Information contained in any Free Writing Prospectus provided to it by each Underwriter under Section 4(d)(5), not later than the date of first use of the Free Writing Prospectus, except that: (1) As to any Free Writing Prospectus or portion thereof that contains only (A) a description of the final terms of the Certificates after such terms have been established for all classes of Certificates being publicly offered, may be filed by the Depositor within two days of the later of (i) the date such final terms have been established for all classes of Certificates being publicly offered and (ii) the date of first use and (B) a description of the terms of the Certificates that does not reflect the final terms after they have been established for all classes of all Certificates is not required to be filed; and (2) Notwithstanding clause (1) above, as to any Free Writing Prospectus or portion thereof required to be filed that contains only information of a type included within the definition of ABS Informational and Computational Materials, the Depositor shall file such Free Writing Prospectus or portion thereof within the later of (i) two business days after the Underwriter first provides this information to investors and (ii) the date upon which the Depositor is required to file the Prospectus Supplement with the Commission pursuant to Rule 424(b)(5) of the Act; provided further, that prior to such use of any Free Writing Prospectuses by the Depositor, the Underwriter must comply with its obligations pursuant to Section 4(d) and that the Depositor shall not be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (c) If at any time when a prospectus Prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, Act any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderAct, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that which will correct such statement or omission or an amendment that which will effect such compliance andcompliance. (d) If the Depositor or any Underwriter determines or becomes aware that any Written Communication (including without limitation any Free Writing Prospectus) or oral statement contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, if in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into with any investor, when considered in conjunction with all information conveyed at the time of Contract of Sale, either the Depositor or that Underwriter may prepare corrective information with notice to the other party and any other Underwriters, and the Underwriter dealing with that investor shall deliver such amendment or supplement is required to be contained information in a post-effective amendment manner reasonably acceptable to that Underwriter and the Depositor, to any person with whom a Contract of Sale was entered into, and such information shall provide any such person with the following: (1) Adequate disclosure of the contractual arrangement; (2) Adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought; (3) Adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and (4) A meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. To the extent that the Underwriter incurs any costs to the Registration Statementinvestor in connection with any such termination or reformation of a Contract of Sale, the Depositor shall use its best efforts to cause reimburse the Underwriter for such amendment costs to the Registration Statement extent that the defective information was of a type that the Depositor is responsible for under Section 7(a). (e) With respect to be made effective each Series of Certificates, the Depositor will make generally available to the holders of the Certificates and will deliver to you, in each case as soon as possiblepracticable, an earnings statement covering the twelve-month period beginning after the date of the Terms Agreement in respect of such series of Certificates, which will satisfy the provisions of Section 11 (a) of the Act with respect to the Certificates. (cf) The Depositor shall will furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including two of which will be signed and will include all documents and exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriterincorporated by reference therein), each Issuer Free Writing related preliminary prospectus, the Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any all amendments and supplements thereto to such documents, in each case as soon as available and in such quantities as you may reasonably request; provided, however, that you will provide the notice specified in Section 4(h) in every confirmation and will only deliver the prospectus to those investors that request a paper copy thereof. (dg) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify will arrange for the Registered qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you may reasonably designate and will maintain continue such qualifications in effect so long as reasonably required for the distribution of the Registered Certificatesdistribution; provided provided, however, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified on the date of the related Terms Agreement or to take any action that which would subject it to general or unlimited service of process in any jurisdiction where in which it is not now not, on the date of the related Terms Agreement, subject to such service of process. (eh) The Depositor shall paywill pay all expenses incidental to the performance of its obligations under this Agreement and any Terms Agreement and will reimburse each Underwriter for any expenses (including fees and disbursements of counsel and accountants) incurred by them in connection with qualification of the Certificates and determination of their eligibility for investment under the laws of such jurisdictions as you designate and the printing of memoranda relating thereto, for any fees charged by the nationally recognized statistical rating agencies for the rating of the Certificates, for the filing fee of the National Association of Securities Dealers, Inc. relating to the Certificates, if applicable, and for expenses incurred in distributing the prospectus to the Underwriters. (i) During the period when a prospectus is required by law to be delivered in connection with the sale of the Certificates pursuant to this Agreement, the Depositor will file or cause to be paidfiled, on a timely and complete basis, all costs and expenses in connection documents that are required to be filed by the Depositor with the transactions herein contemplatedCommission pursuant to Section 13, including, but not limited to14 or 15(d) of the Exchange Act. (j) So long as the Certificates of a Series shall be outstanding, the fees and disbursements Depositor will deliver to you the annual statement of its counsel; compliance delivered to the costs and expenses of printing (or otherwise reproducing) and delivering Trustee pursuant to the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements annual statement of a firm of independent public accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery furnished to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire Trustee pursuant to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides as soon as such statements are furnished to the Trustee. (k) The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as with respect to the Trust Fund, shall cause the Trustee offering of securities contemplated hereby (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to including in connection with determining the terms of the Pooling offering) and Servicing Agreement not as a financial advisor or fiduciary to, satisfy and comply with all reporting requirements of or agent of, the 1934 Act and Depositor or any other person. Additionally, neither Underwriter is advising the rules and regulations thereunder. (h) Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Registered Certificates as described in Section 1(a)(xix)transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Depositor with respect thereto. (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act0000 Xxx) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act0000 Xxx.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus (including any revised prospectus that the Depositor proposes for use by the Underwriters in connection with the offering of the Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or Prospectus not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) at any time during the period when a prospectus relating to or affecting the Registered CertificatesCertificates is required to be delivered under the 1933 Act, unless and the Depositor has furnished a copy to you for your review will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Certificates, (ii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) IfThe Depositor will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4, at any the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (d) The Depositor will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") or the respective applicable rules and regulations of the Commission thereunder. (e) If, during the period after the first date of the public offering of the Certificates in which a prospectus relating to the Certificates is required to be delivered under the 1933 Act, any event occurs shall occur as a result of which it is necessary to amend or supplement the Preliminary Prospectus (in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of Certificates, if the Depositor has actual knowledge of the event, and if the event is not otherwise disclosed in a filing to the Registration Statement pursuant to Section 13 or 15(d) of the 1934 Act, the Depositor will forthwith amend or supplement the Prospectus so that, as then so amended or supplemented) or , the Prospectus (as then amended or supplemented) would will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense will furnish to each Underwriter a reasonable number of the Depositor, subject to paragraph (a) copies of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possiblesupplement. (cf) The Depositor shall furnish will endeavor to you and to counsel arrange for the Underwriters, upon request and without charge, signed copies qualification of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the applicable securities laws of such states and other jurisdictions of the United States as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Certificates in the manner specified in the Prospectus under "Use of Proceeds". (h) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, including, without limitation, (i) the fees, disbursements and expenses of the Depositor's counsel and accountants in connection with the purchase of the Mortgage Loans and the issuance and sale of the Certificates, (ii) all costs fees and expenses incurred in connection with the registration and delivery of the Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (iii) all costs and expenses related to the transfer and delivery of the Certificates to the Underwriters, including any transfer or other taxes payable thereon, (iv) the costs of printing (or otherwise reproducing) producing any "blue sky" memorandum in connection with the offer and delivering sale of the Pooling Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f), including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the "blue sky" memorandum, (v) the cost of printing the Certificates, (vi) the upfront costs and charges of any transfer agent, registrar or depository, (vii) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Certificates and (viii) all other costs and expenses incident to the Underwritersperformance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. The Except as herein provided, the Underwriters shall be responsible for paying the payment of all other costs and expenses incurred by them them, including, without limitation, (i) the fees and not set forth in the preceding sentence in connection with the purchase and sale disbursements of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights counsel of the Underwriters under the Pooling and Servicing Agreement and shall not consent to (ii) such additional costs arising out of any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (Free Writing Prospectuses prepared by or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act Underwriters and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable filing of such materials, if required, with the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix)Commission. (i) The Depositor willshall obtain a letter from Deloitte & Touche LLP, pursuant certified public accountants, satisfactory in form and substance to reasonable procedures developed the Depositor and the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Depositor and the Underwriters, as a result of which they have determined that the information included in good faith, retain copies the Time of each Issuer Free Writing Prospectus Sale Information that is not filed with the Commission accountants have examined in accordance with Rule 433 under such agreed upon procedures, is accurate except as to such matters that are not deemed by the 1933 ActDepositor or the Underwriters to be material.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Base Prospectus relating to or affecting the Registered Underwritten Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus Supplement to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus Supplement shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus Supplement or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Underwritten Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (Prospectus, as then amended or supplemented) or the Prospectus (as then amended or supplemented) , would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary FWP, the Prospectus Supplement and the Base Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Underwritten Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Underwritten Certificates; provided provided, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Underwritten Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Underwritten Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Preliminary ProspectusFWP, the Term Sheet, Computational Material each other Free Writing Prospectus and the ProspectusProspectus Supplement, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Base Prospectus, the Preliminary FWP, the Term Sheet Sheet, each other Free Writing Prospectus and the Prospectus Supplement as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Underwritten Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and the Depositor, or pursuant to the Pooling and Servicing Agreement the Trustee, will be required to, as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Underwritten Certificates as described in Section 1(a)(xix1(a)(xv). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 1933 Act) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement Statement, or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4 hereof, the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (e) The Depositor will furnish to you the Underwriters and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment and supplement thereto which that shall become effective on or prior to the Closing Date, Date and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of during the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 ActProspectus Delivery Period, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you the Underwriters may reasonably request. Prior to the date on which the Prospectus is available, the Depositor will furnish to the Underwriters and each counsel for the Underwriters, without charge as many copies of the Preliminary Prospectus and each Issuer Free Writing Prospectus as the Underwriters may reasonably request. (df) The Depositor shall will furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Offered Certificates for sale under the laws of such jurisdictions as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Offered Certificates; provided provided, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Offered Certificates in the manner specified in the Preliminary Prospectus and the Prospectus under “USE OF PROCEEDS.” (h) Whether or not the transactions contemplated in the PSA are consummated or this Agreement is terminated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, all including, without limitation, (i) the fees, disbursements and expenses of the Depositor’s counsel and accountants in connection with the purchase and transfer of the Mortgage Loans and the issuance and sale of the Offered Certificates, (ii) the costs and expenses of preparing and delivering the PSA, the MLPAs and the other transaction documents to the parties thereto, (iii) the fees, costs and expenses of the Trustee, the Custodian and the Certificate Administrator (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts thereunder), (iv) all fees and expenses incurred in connection with the registration and delivery of the Offered Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (v) the costs and expenses of printing (or otherwise reproducing) producing any “blue sky” memorandum in connection with the offer and delivering sale of the Pooling Offered Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Offered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f) hereof, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the “blue sky” memorandum, (vi) the cost of printing the Offered Certificates, (vii) all costs and expenses related to the transfer and delivery of the Offered Certificates to the Underwriters. The Underwriters shall be responsible for paying , including any transfer or other taxes payable thereon, (viii) the upfront costs and charges of any custodian, transfer agent, registrar or depository (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts pursuant to an agreement executed in connection with the issuance of the Certificates), (ix) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Offered Certificates; and (x) all other costs and expenses incurred incident to the performance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in Section 7 hereof or as otherwise agreed to by them the parties, the Underwriters will pay all of their costs and not set forth expenses, including fees and disbursements of their counsel. (i) The Depositor shall obtain a letter from a nationally recognized certified public accounting firm (reasonably satisfactory to the Underwriters), satisfactory in form and substance to the Depositor and the Underwriters, to the effect that such accounting firm has performed certain specified procedures, all of which have been agreed to by the Depositor and the Underwriters, as a result of which it has determined that the information included in the preceding sentence Time of Sale Information and the Prospectus that such accounting firm has examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Depositor or the Underwriters to be material. (j) The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reportsoffering, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required including in acting pursuant to the terms of the Pooling this Agreement, has acted and Servicing Agreement to, satisfy is acting as an independent contractor and comply with all reporting requirements of the 1934 Act not as a fiduciary and the rules and regulations thereunderDepositor does not intend such Underwriter to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (ik) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus or any materials used in a Road Show (as defined in Rule 433 of the 1933 Act) that is are required to be retained by the Depositor pursuant to the 1933 Act, to the extent not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, ABS Informational and Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, ABS Informational and Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; upfront costs and fees of other parties to the Pooling and Servicing Agreement; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The In further consideration of the agreements of the Underwriters contained in the Underwriting Agreement, the Depositor covenants and agrees with the Underwriters thatas follows: (a) The To furnish the Representative, without charge, copies of the Registration Statement and any amendments thereto including exhibits and as many copies of the Prospectus and any supplements and amendments thereto as the Representative may from time to time reasonably request. (b) Immediately following the execution of the Underwriting Agreement, the Depositor will prepare a prospectus supplement setting forth the principal amount, notional amount or stated amount, as applicable, of Offered Securities covered thereby, the price at which the Offered Securities are to be purchased by the Underwriters from the Depositor, either the initial public offering price or prices or the method by which the price or prices at which the Offered Securities are to be sold will be determined, the selling concessions and reallowances, if any, any delayed delivery arrangements, and such other information as the Representative and the Depositor deem appropriate in connection with the offering of the Offered Securities, but the Depositor will not file any amendment to the Registration Statement (other than by reason or any supplement to the Prospectus of Rule 429 which the Representative shall not previously have been advised and furnished with a copy a reasonable time prior to the proposed filing or to which the Representative shall have reasonably objected. The Depositor will use its best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the 1933 Act) or any amendment or supplement , the Depositor will comply so far as it is able with all requirements imposed upon it by the 1933 Act and the rules and regulations thereunder to the Preliminary Prospectus extent necessary to permit the continuance of sales or Prospectus relating to or affecting of dealings in the Registered CertificatesOffered Securities in accordance with the provisions hereof and of the Prospectus, unless and the Depositor has furnished a copy will prepare and file with the Commission, promptly upon request by the Representative, any amendments to you for your review a reasonable time period prior the Registration Statement or supplements to filingthe Prospectus which may be necessary or advisable in connection with the distribution of the Offered Securities by the Underwriters, and will not file any such proposed amendment or supplement use its best efforts to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus same to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424become effective as promptly as possible. The Depositor promptly will advise you or counsel for the Underwriters (i) when Representative, promptly after it receives notice thereof, of the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of or any request by the Commission to amend the amended Registration Statement has become effective or amend or any supplement the Preliminary Prospectus or to the Prospectus or for any additional information in respect of amended Prospectus has been filed. The Depositor will advise the offering contemplated herebyRepresentative, (iv) promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the Preliminary any preliminary Prospectus or the Prospectus Prospectus, or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Offered Securities for offering or sale in any jurisdiction jurisdiction, or of the institution initiation or threatening of any proceeding for that any such purpose. The , or of any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension andany order suspending any such qualification, and if any such order is issued, to obtain the lifting thereof as soon promptly as possible the withdrawal thereofpossible. (bc) If, at any time when a prospectus relating to the Registered Certificates Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary for any other reason to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or Act, to promptly notify the rules Representative thereof and regulations thereunder, the Depositor shall promptly upon their request to prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5's own expense, an amendment or supplement that which will correct such statement or omission or an any amendment that which will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably requestcompliance. (d) The During the period when a prospectus is required by law to be delivered in connection with the sale of the Offered Securities pursuant to the Underwriting Agreement, the Depositor shall furnish such informationwill file, execute such instruments on a timely and take such actioncomplete basis, if any, as may be all documents that are required to be filed by the Depositor with the Commission pursuant to Sections 13, 14, or 15(d) of the 1934 Act. (e) To qualify the Registered Certificates Offered Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as you the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that in connection therewith the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificatesjurisdiction. (f) To make generally available to the extent that Depositor's security holders, as soon as practicable, but in any event not later than eighteen months after the Pooling and Servicing Agreement provides that date on which the Underwriters are filing of the Prospectus, as amended or supplemented, pursuant to receive any notices or reportsRule 424 under the 1933 Act first occurs, or have any other rights thereunder, an earnings statement of the Depositor shall enforce covering a twelve-month period beginning after the rights date of the Underwriters under Underwriting Agreement, which shall satisfy the Pooling and Servicing Agreement and shall not consent to any amendment provisions of Section 11(a) of the Pooling 1933 Act and Servicing Agreement that would adversely affect such rights the applicable rules and regulations of the UnderwritersCommission thereunder (including, at the option of the Depositor, Rule 158). (g) The Depositor shallFor so long as any of the Offered Securities remain outstanding, as to itself, and as furnish to the Trust Fund, shall cause Representative upon request in writing copies of such financial statements and other periodic and special reports as the Trustee (Depositor may from time to time distribute generally to its creditors or the Certificate Administrator on behalf holders of the Trustee) Offered Securities and to furnish to the Representative copies of each annual or other report the Depositor shall be required pursuant to file with the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderCommission. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings For so long as any of the Registered Certificates Offered Securities remain outstanding, the Depositor will, or will cause the Servicer to, furnish to the Representative, as described in Section 1(a)(xix). soon as available, a copy of (i) The Depositor willthe annual statement of compliance delivered by the Servicer to the Indenture Trustee under the applicable Sale and Servicing Agreement, (ii) the annual independent public accountants' servicing report furnished to the Indenture Trustee pursuant to reasonable procedures developed in good faiththe applicable Sale and Servicing Agreement, retain copies (iii) each report regarding the Offered Securities mailed to the holders of each Issuer Free Writing Prospectus that is not filed with such Securities, and (iv) from time to time, such other information concerning such Securities as the Commission in accordance with Rule 433 under the 1933 ActRepresentative may reasonably request.

Covenants of the Depositor. The In further consideration of the agreements of the Underwriters contained in the Underwriting Agreement, the Depositor covenants and agrees with the Underwriters thatas follows: (a) The To furnish the Representative, without charge, copies of the Registration Statement and any amendments thereto including exhibits and as many copies of the Prospectus and any supplements and amendments thereto as the Representative may from time to time reasonably request. (b) Immediately following the execution of the Underwriting Agreement, the Depositor will prepare a prospectus supplement setting forth the principal amount, notional amount or stated amount, as applicable, of Offered Securities covered thereby, the price at which the Offered Securities are to be purchased by the Underwriters from the Depositor, either the initial public offering price or prices or the method by which the price or prices at which the Offered Securities are to be sold will be determined, the selling concessions and reallowances, if any, any delayed delivery arrangements, and such other information as the Representative and the Depositor deem appropriate in connection with the offering of the Offered Securities, but the Depositor will not file any amendment to the Registration Statement (other than by reason or any supplement to the Prospectus of Rule 429 which the Representative shall not previously have been advised and furnished with a copy a reasonable time prior to the proposed filing or to which the Representative shall have reasonably objected. The Depositor will use its best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the 1933 Act) or any amendment or supplement , the Depositor will comply so far as it is able with all requirements imposed upon it by the 1933 Act and the rules and regulations thereunder to the Preliminary Prospectus extent necessary to permit the continuance of sales or Prospectus relating to or affecting of dealings in the Registered CertificatesOffered Securities in accordance with the provisions hereof and of the Prospectus, unless and the Depositor has furnished a copy will prepare and file with the Commission, promptly upon request by the Representative, any amendments to you for your review a reasonable time period prior the Registration Statement or supplements to filingthe Prospectus which may be necessary or advisable in connection with the distribution of the Offered Securities by the Underwriters, and will not file any such proposed amendment or supplement use its best efforts to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus same to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424become effective as promptly as possible. The Depositor promptly will advise you or counsel for the Underwriters (i) when Representative, promptly after it receives notice thereof, of the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of or any request by the Commission to amend the amended Registration Statement has become effective or amend or any supplement the Preliminary Prospectus or to the Prospectus or for any additional information in respect of amended Prospectus has been filed. The Depositor will advise the offering contemplated herebyRepresentative, (iv) promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus Prospectus, or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Offered Securities for offering or sale in any jurisdiction jurisdiction, or of the institution initiation or threatening of any proceeding for that any such purpose. The , or of any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension andany order suspending any such qualification, and if any such order is issued, to obtain the lifting thereof as soon promptly as possible the withdrawal thereofpossible. (bc) If, at any time when a prospectus relating to the Registered Certificates Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary for any other reason to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or Act, to promptly notify the rules Representative thereof and regulations thereunder, the Depositor shall promptly upon their request to prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5's own expense, an amendment or supplement that which will correct such statement or omission or an any amendment that which will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably requestcompliance. (d) The During the period when a prospectus is required by law to be delivered in connection with the sale of the Offered Securities pursuant to the Underwriting Agreement, the Depositor shall furnish such informationwill file, execute such instruments on a timely and take such actioncomplete basis, if any, as may be all documents that are required to be filed by the Depositor with the Commission pursuant to Sections 13, 14, or 15(d) of the 1934 Act. (e) To qualify the Registered Certificates Offered Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as you the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that in connection therewith the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificatesjurisdiction. (f) To make generally available to the extent that Depositor's security holders, as soon as practicable, but in any event not later than eighteen months after the Pooling and Servicing Agreement provides that date on which the Underwriters are filing of the Prospectus, as amended or supplemented, pursuant to receive any notices or reportsRule 424 under the 1933 Act first occurs, or have any other rights thereunder, an earnings statement of the Depositor shall enforce covering a twelve-month period beginning after the rights date of the Underwriters under Underwriting Agreement, which shall satisfy the Pooling and Servicing Agreement and shall not consent to any amendment provisions of Section 11(a) of the Pooling 1933 Act and Servicing Agreement that would adversely affect such rights the applicable rules and regulations of the UnderwritersCommission thereunder (including at the option of the Depositor Rule 158). (g) The Depositor shallFor so long as any of the Offered Securities remain outstanding, as to itself, and as furnish to the Trust Fund, shall cause Representative upon request in writing copies of such financial statements and other periodic and special reports as the Trustee (Depositor may from time to time distribute generally to its creditors or the Certificate Administrator on behalf holders of the Trustee) Offered Securities and to furnish to the Representative copies of each annual or other report the Depositor shall be required pursuant to file with the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderCommission. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings For so long as any of the Registered Certificates Offered Securities remain outstanding, the Depositor will, or will cause the Servicer to, furnish to the Representative, as described in Section 1(a)(xix). soon as available, a copy of (i) The Depositor willthe annual statement of compliance delivered by the Servicer to the Trustee under the applicable Pooling and Servicing Agreement, (ii) the annual independent public accountants' servicing report furnished to the Trustee pursuant to reasonable procedures developed in good faiththe applicable Pooling and Servicing Agreement, retain copies (iii) each report regarding the Offered Securities mailed to the holders of each Issuer Free Writing Prospectus that is not filed with such Securities, and (iv) from time to time, such other information concerning such Securities as the Commission in accordance with Rule 433 under the 1933 ActRepresentative may reasonably request.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 0000 Xxx) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall will cause each of the Base Prospectus and the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4 hereof, the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (e) The Depositor will furnish to you the Underwriters and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which that shall become effective on or prior to the Closing Date, Date and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of during the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 ActProspectus Delivery Period, as many copies of the Preliminary Base Prospectus and the Prospectus Supplement and any amendments and supplements thereto as you the Underwriters may reasonably request. Prior to the date on which the Base Prospectus and the Prospectus Supplement are available, the Depositor will furnish to the Underwriters and each counsel for the Underwriters, without charge as many copies of the Transaction FWP and each Issuer Free Writing Prospectus as the Underwriters may reasonably request. (df) The Depositor shall will furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Offered Certificates for sale under the laws of such jurisdictions as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Offered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Offered Certificates in the manner specified in the Prospectus under “USE OF PROCEEDS.” (h) Whether or not the transactions contemplated in the PSA are consummated or this Agreement is terminated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, all including, without limitation, (i) the fees, disbursements and expenses of the Depositor’s counsel and accountants in connection with the purchase and transfer of the Mortgage Loans and the issuance and sale of the Offered Certificates, (ii) the costs and expenses of preparing and delivering the PSA, the MLPAs and the other transaction documents to the parties thereto, (iii) the fees, costs and expenses of the Trustee, the Custodian and the Certificate Administrator (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts thereunder), (iv) all fees and expenses incurred in connection with the registration and delivery of the Offered Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (v) the costs and expenses of printing (or otherwise reproducing) producing any “blue sky” memorandum in connection with the offer and delivering sale of the Pooling Offered Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Offered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f) hereof, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the “blue sky” memorandum, (vi) the cost of printing the Offered Certificates, (vii) all costs and expenses related to the transfer and delivery of the Offered Certificates to the Underwriters. The Underwriters shall be responsible for paying , including any transfer or other taxes payable thereon, (viii) the upfront costs and charges of any custodian, transfer agent, registrar or depository (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts pursuant to an agreement executed in connection with the issuance of the Certificates), (ix) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Offered Certificates; and (x) all other costs and expenses incurred incident to the performance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in Section 7 hereof or as otherwise agreed to by them the parties, the Underwriters will pay all of their costs and not set forth expenses, including fees and disbursements of their counsel. (i) The Depositor shall obtain a letter from a nationally recognized certified public accounting firm (reasonably satisfactory to the Underwriters), satisfactory in form and substance to the Depositor and the Underwriters, to the effect that such accounting firm has performed certain specified procedures, all of which have been agreed to by the Depositor and the Underwriters, as a result of which it has determined that the information included in the preceding sentence Time of Sale Information and the Prospectus Supplement that such accounting firm has examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Depositor or the Underwriters to be material. (j) The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reportsoffering, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required including in acting pursuant to the terms of the Pooling this Agreement, has acted and Servicing Agreement to, satisfy is acting as an independent contractor and comply with all reporting requirements of the 1934 Act not as a fiduciary and the rules and regulations thereunderDepositor does not intend such Underwriter to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (ik) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus or any materials used in a Road Show (as defined in Rule 433 of the 0000 Xxx) that is are required to be retained by the Depositor pursuant to the 1933 Act, to the extent not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with each of the Underwriters that: (a) The Depositor will prepare a Prospectus Supplement setting forth the terms of the Notes not specified in the Preliminary Prospectus Supplement, including the price at which the Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Depositor deems appropriate and shall furnish a copy to the Representatives in accordance with Section 5(b) of this Agreement. The Depositor will transmit the Prospectus to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in filing that complies with all applicable provisions of Rule 424(b). The Depositor will advise the Representatives promptly of any such filing pursuant to Rule 424(b). The Depositor will transmit the Bond Size Free Writing Prospectus and the “free writing prospectus” in the form attached as Annex B hereto (the “Pricing Free Writing Prospectus”) to the Commission pursuant to Rule 433(d) by a means reasonably calculated to result in filing that complies with all applicable provisions of Rule 433(d). (b) Prior to the termination of the offering of the Notes, the Depositor will not file any amendment to of the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished the Representatives with a copy to you for your its review a reasonable time period prior to filing, filing and will not file any such proposed amendment or supplement to which you the Representatives reasonably object. Subject to the foregoing sentence, if filing of a supplement to the Prospectus is otherwise required under Rule 424(b), the Depositor shall cause will file the supplement to the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed properly completed with the Commission pursuant to said and in accordance with the applicable paragraph of Rule 424424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. (c) The Depositor will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus, and will not effect such amendment or supplement without the Representatives' consent, which consent will not unreasonably be withheld. The Depositor will also advise the Representatives promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission for any amendment of or supplement to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect and the Depositor will also advise the Representatives promptly of any amendment or supplement to the offering contemplated hereby, (iv) Registration Statement or the Prospectus and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening threat of any proceeding for that purpose. The , and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, and to obtain as soon as possible the withdrawal thereoflifting of any issued stop order. (bd) If, at any time when a prospectus relating to the Registered Certificates Notes is required to be delivered under the 1933 Act (including delivery as contemplated by Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Registration Statement or supplement the Prospectus to comply with the 1933 Act or the rules Exchange Act or the respective Rules and regulations Regulations thereunder, the Depositor shall promptly will notify the Representatives and will prepare and file file, or cause to be prepared and filed, with the Commission, at the expense of the Depositor, subject to the first sentence of paragraph (ab) of this Section 5, an amendment or supplement that will correct such statement or omission omission, or an amendment that will effect such compliance and, if compliance. Any such amendment filing shall not operate as a waiver or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possiblelimitation on any right of any Underwriter hereunder. (ce) The Depositor shall will furnish to you and to counsel for the Underwriters, upon request and without charge, signed Underwriters copies of the Registration Statement (including exhibits thereto) one of which will be signed and each amendment thereto which shall become effective on or prior to will include all exhibits), the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Preliminary Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any all amendments and supplements thereto to such documents, in each case as you may reasonably soon as available and in such quantities as the Underwriters request. (df) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify will assist the Registered Certificates Representatives in arranging for the qualification of the Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States, or as you may designate necessary to qualify for Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme, as the Representatives designates and will maintain continue to assist the Representatives in maintaining such qualifications in effect so long as required for the distribution of the Registered Certificatesdistribution; provided provided, however, that neither the Depositor nor CFSC shall not be required to qualify to do business in any jurisdiction where it is now not now qualified or to take any action that which would subject it to general or unlimited service of process in any jurisdiction where in which it is now not now subject to such service of process. (eg) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Depositor will deliver to the Representatives the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Owner Trustee or the Indenture Trustee pursuant to the Sale and Servicing Agreement, as soon as such statements and reports are furnished to the Owner Trustee or the Indenture Trustee. (h) So long as any of the Notes are outstanding, the Depositor will furnish to the Representatives (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to Noteholders or filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Depositor filed with any government or regulatory authority which is otherwise publicly available, as the Representatives may reasonably request. (i) On or before the Closing Date, the Depositor shall cause the computer records of the Depositor and the Servicer relating to the Receivables to be marked to show the Issuing Entity's absolute ownership of the Receivables, and from and after the Closing Date neither the Depositor nor the Servicer shall take any action inconsistent with the Issuing Entity's ownership of such Receivables, other than as permitted by the Sale and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Depositor, the Depositor shall furnish such documents and take any such other actions. (k) For the period beginning on the date of this Agreement and ending seven days after the Closing Date, unless waived by the Underwriters, none of the Depositor, CFSC or any trust originated, directly or indirectly, by the Depositor or CFSC will offer to sell or sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to fixed-rate retail installment sale contracts or finance leases and secured by equipment similar to the Financed Equipment. (l) The Depositor shall pay, or cause and CFSC each will deliver to be paidthe Representatives, all costs opinions, certificates and expenses in connection with other documents or information delivered by it to the transactions herein contemplatedOwner Trustee and the Indenture Trustee at the time such opinions, including, but not limited to, certificates and other documents or information are delivered to the fees and disbursements of its counsel; Owner Trustee or the costs and expenses of printing (or otherwise reproducing) and delivering Indenture Trustee pursuant to the Pooling Sale and Servicing Agreement and the Registered Certificates; the fees Purchase Agreement with respect to perfection and disbursements priority of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth CFSC's interest in the preceding sentence in connection with the purchase and sale of the Registered CertificatesReceivables. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thatas follows: (a) The Depositor will To prepare the Prospectus in a form approved by the Underwriter and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not file later than the Commission's close of business on the second business day following the availability of the Prospectus to the Underwriter and to make no further amendment or any amendment supplement to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filingthe Closing Date except as permitted herein; to advise the Underwriter, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to promptly after it receives notice thereof, of the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of has been filed or becomes effective prior to the Closing Date or any request by the Commission supplement to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional amended Prospectus has been filed prior to the Closing Date and to furnish the Underwriter with copies thereof; to file promptly all reports and any definitive proxy or information in respect statements required to be filed by the Depositor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, for so long as the delivery of a prospectus is required in connection with the offering contemplated hereby, (iv) or sale of the Public Certificates to advise the Underwriter promptly of its receipt of notice of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of: (i) any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and Prospectus; (vii) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Public Certificates for offering or sale in any jurisdiction jurisdiction; (iii) the initiation of or the institution or threatening threat of any proceeding for that any such purpose; (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. The In the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, the Depositor will promptly shall use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereofof such order by the Commission. (b) IfTo furnish promptly to the Underwriter and to counsel for the Underwriter a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (c) To deliver promptly to the Underwriter such number of the following documents as the Underwriter shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time when a prospectus relating to in connection with the Registered Certificates is required to be delivered under offering or sale of the 1933 ActPublic Certificates, and if at such time any event occurs events shall have occurred as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Depositor shall notify the Underwriter and, upon the Underwriter's request, shall file such document and prepare and furnish without charge to the Underwriter and to any dealer in securities as many copies as the Underwriter may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to comply with the 1933 Act Prospectus that may, in the judgment of the Depositor or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of Securities Act or requested by the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processCommission. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). will (i) The cause any Computational Materials or any Structural Term Sheet (each as defined below in this subsection) with respect to the Certificates which are delivered by the Underwriter to the Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not be filed with the Commission in accordance with on an Additional Materials 8-K (as defined below) (A) at or before the time of filing of the Prospectus pursuant to Rule 433 424(b) under the 1933 ActSecurities Act in the case of Computational Materials or any Structural Term Sheets provided to investors prior to the availability of such Prospectus, and (B) within two business days of first use in the case of Computational Materials or any Structural Term Sheet provided to investors subsequent to the availability of, but before the sending or giving of, such Prospectus and (ii) cause any Collateral Term Sheet (as defined below in this subsection) with respect to the Certificates which are delivered by the Underwriter to the Depositor to be filed with the Commission on an Additional Materials 8-K within two business days after the date on which the Underwriter advises the Depositor that such Collateral Term Sheet was first used; provided, however, that the Depositor shall have no obligation to file any materials which, in the reasonable determination of the Depositor after consultation with such Underwriter, (x) are not required to be filed pursuant to the Xxxxxx Letters and/or the PSA Letter (each as defined below) or (y) contain any erroneous information or untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Depositor shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any Computational Materials, Structural Term Sheets or Collateral Term Sheets provided by the Underwriter to the Depositor as aforesaid. For purposes of this subsection (e), (1) the term "Computational Materials" shall mean those materials which constitute "computational materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Peabody Acceptance Corporation I and certain affiliates and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") and the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance to the Public Securities Association (the "PSA Letter") for which the filing of such material on an Additional Materials 8-K is a condition of the relief granted in such letters, (2) the terms "Structural Term Sheet" and "Collateral Term Sheet" shall mean those materials which constitute "structural term sheets" and "collateral term sheets" within the meaning of the PSA Letter for which the filing of such material on an Additional Materials 8-K is a condition of the relief granted in such letter and (3) the term "Additional Materials 8-K" shall mean a Current Report on Form 8-K used to file Computational Materials, Structural Term Sheets and/or Collateral Term Sheets.

Covenants of the Depositor. The In further consideration of the agreements of the Underwriters contained in the Underwriting Agreement, the Depositor covenants and agrees with the Underwriters thatas follows: (a) The To furnish the Representative, without charge, copies of the Registration Statement and any amendments thereto including exhibits and as many copies of the Prospectus and any supplements and amendments thereto as the Representative may from time to time reasonably request. (b) Immediately following the execution of the Underwriting Agreement, the Depositor will prepare a prospectus supplement setting forth the principal amount, notional amount or stated amount, as applicable, of Offered Securities covered thereby, the price at which the Offered Securities are to be purchased by the Underwriters from the Depositor, either the initial public offering price or prices or the method by which the price or prices at which the Offered Securities are to be sold will be determined, the selling concessions and reallowances, if any, any delayed delivery arrangements, and such other information as the Representative and the Depositor deem appropriate in connection with the offering of the Offered Securities, but the Depositor will not file any amendment to the Registration Statement (other than by reason or any supplement to the Prospectus of Rule 429 which the Representative shall not previously have been advised and furnished with a copy a reasonable time prior to the proposed filing or to which the Representative shall have reasonably objected. The Depositor will use its best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the 1933 Act) or any amendment or supplement , the Depositor will comply so far as it is able with all requirements imposed upon it by the 1933 Act and the rules and regulations thereunder to the Preliminary Prospectus extent necessary to permit the continuance of sales or Prospectus relating to or affecting of dealings in the Registered CertificatesOffered Securities in accordance with the provisions hereof and of the Prospectus, unless and the Depositor has furnished a copy will prepare and file with the Commission, promptly upon request by the Representative, any amendments to you for your review a reasonable time period prior the Registration Statement or supplements to filingthe Prospectus which may be necessary or advisable in connection with the distribution of the Offered Securities by the Underwriters, and will not file any such proposed amendment or supplement use its best efforts to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus same to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424become effective as promptly as possible. The Depositor promptly will advise you or counsel for the Underwriters (i) when Representative, promptly after it receives notice thereof, of the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of or any request by the Commission to amend the amended Registration Statement has become effective or amend or any supplement the Preliminary Prospectus or to the Prospectus or for any additional information in respect of amended Prospectus has been filed. The Depositor will advise the offering contemplated herebyRepresentative, (iv) promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus Prospectus, or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Offered Securities for offering or sale in any jurisdiction jurisdiction, or of the institution initiation or threatening of any proceeding for that any such purpose. The , or of any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension andany order suspending any such qualification, and if any such order is issued, to obtain the lifting thereof as soon promptly as possible the withdrawal thereofpossible. (bc) If, at any time when a prospectus relating to the Registered Certificates Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary for any other reason to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or Act, to promptly notify the rules Representative thereof and regulations thereunder, the Depositor shall promptly upon their request to prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5's own expense, an amendment or supplement that which will correct such statement or omission or an any amendment that which will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably requestcompliance. (d) The During the period when a prospectus is required by law to be delivered in connection with the sale of the Offered Securities pursuant to the Underwriting Agreement, the Depositor shall furnish such informationwill file, execute such instruments on a timely and take such actioncomplete basis, if any, as may be all documents that are required to be filed by the Depositor with the Commission pursuant to Sections 13, 14, or 15(d) of the 1934 Act. (e) To qualify the Registered Certificates Offered Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as you the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that in connection therewith the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificatesjurisdiction. (f) To make generally available to the extent that Depositor's security holders, as soon as practicable, but in any event not later than eighteen months after the Pooling and Servicing Agreement provides that date on which the Underwriters are filing of the Prospectus, as amended or supplemented, pursuant to receive any notices or reportsRule 424 under the 1933 Act first occurs, or have any other rights thereunder, an earnings statement of the Depositor shall enforce covering a twelve-month period beginning after the rights date of the Underwriters under Underwriting Agreement, which shall satisfy the Pooling and Servicing Agreement and shall not consent to any amendment provisions of Section 11(a) of the Pooling 1933 Act and Servicing Agreement that would adversely affect such rights the applicable rules and regulations of the UnderwritersCommission thereunder (including, at the option of the Depositor, Rule 158). (g) The Depositor shallFor so long as any of the Offered Securities remain outstanding, as to itself, and as furnish to the Trust Fund, shall cause Representative upon request in writing copies of such financial statements and other periodic and special reports as the Trustee (Depositor may from time to time distribute generally to its creditors or the Certificate Administrator on behalf holders of the Trustee) Offered Securities and to furnish to the Representative copies of each annual or other report the Depositor shall be required pursuant to file with the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderCommission. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings For so long as any of the Registered Certificates Offered Securities remain outstanding, the Depositor will, or will cause the Servicer to, furnish to the Representative, as described in Section 1(a)(xix). soon as available, a copy of (i) The Depositor willthe annual statement of compliance delivered by the Servicer to the Trustee under the applicable Pooling and Servicing Agreement, (ii) the annual independent public accountants' servicing report furnished to the Trustee pursuant to reasonable procedures developed in good faiththe applicable Pooling and Servicing Agreement, retain copies (iii) each report regarding the Offered Securities mailed to the holders of each Issuer Free Writing Prospectus that is not filed with such Securities, and (iv) from time to time, such other information concerning such Securities as the Commission in accordance with Rule 433 under the 1933 ActRepresentative may reasonably request.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Base Prospectus relating to or affecting the Registered Underwritten Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus Supplement to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus Supplement shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus Supplement or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Underwritten Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (Prospectus, as then amended or supplemented) or the Prospectus (as then amended or supplemented) , would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary FWP, the Prospectus Supplement and the Base Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Underwritten Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Underwritten Certificates; provided provided, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Underwritten Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Underwritten Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Preliminary ProspectusFWP, the Preliminary Collateral Term Sheet, the Preliminary Annex A-1 FWP, the Term Sheet, Computational Material the Annex A-1 FWP, each Pre-Pricing FWP, each other Free Writing Prospectus and the ProspectusProspectus Supplement, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Base Prospectus, the Preliminary FWP, the Preliminary Collateral Term Sheet Sheet, the Preliminary Annex A-1 FWP, the Term Sheet, the Annex A-1 FWP, each Pre-Pricing FWP, each other Free Writing Prospectus and the Prospectus Supplement as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Underwritten Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Underwritten Certificates as described in Section 1(a)(xix1(a)(xv). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus (including any revised prospectus that the Depositor proposes for use by the Underwriters in connection with the offering of the Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or Prospectus not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) at any time during the period when a prospectus relating to or affecting the Registered CertificatesCertificates is required to be delivered under the 1933 Act, unless and the Depositor has furnished a copy to you for your review will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Certificates, (ii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. In addition, the Depositor shall correct any circumstances described in (i) or (ii) above as of the Closing Date to the extent that any such circumstance would result in potential liability of any Underwriter in connection with the sale of any Certificate. (bc) IfThe Depositor will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4, at any the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (d) The Depositor will deliver to each Underwriter a copy of the Registration Statement as originally filed and of each amendment thereto prior to the date hereof (including exhibits filed therewith or incorporated by reference therein). (e) The Depositor will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") or the respective applicable rules and regulations of the Commission thereunder. (f) If, during the period after the first date of the public offering of the Certificates in which a prospectus relating to the Certificates is required to be delivered under the 1933 Act, any event occurs shall occur as a result of which it is necessary to amend or supplement the Preliminary Prospectus (in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of Certificates, if the Depositor has actual knowledge of the event, and if the event is not otherwise disclosed in a filing to the Registration Statement pursuant to Section 13 or 15(d) of the 1934 Act, the Depositor will forthwith amend or supplement the Prospectus so that, as then so amended or supplemented) or , the Prospectus (as then amended or supplemented) would will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense will furnish to each Underwriter a reasonable number of the Depositor, subject to paragraph (a) copies of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possiblesupplement. (cg) The Depositor shall furnish will endeavor to you and to counsel arrange for the Underwriters, upon request and without charge, signed copies qualification of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the applicable securities laws of such states and other jurisdictions of the United States as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eh) The Depositor shall paywill use the net proceeds received by it from the sale of the Certificates in the manner specified in the Prospectus under "Use of Proceeds." (i) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, including, without limitation, (i) the fees, disbursements and expenses of the Depositor's counsel and accountants in connection with the purchase of the Mortgage Loans and the issuance and sale of the Certificates, (ii) all costs fees and expenses incurred in connection with the registration and delivery of the Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (iii) all costs and expenses related to the transfer and delivery of the Certificates to the Underwriters, including any transfer or other taxes payable thereon, (iv) the costs of printing (or otherwise reproducing) producing any "blue sky" memorandum in connection with the offer and delivering sale of the Pooling Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 6(b)(i)(I) of this Agreement, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the "blue sky" memorandum, (v) the cost of printing the Certificates, (vi) the costs and charges of any transfer agent, registrar or depository, (vii) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Certificates and (viii) all other costs and expenses incident to the Underwritersperformance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. The Except as herein provided, the Underwriters shall be responsible for paying the payment of all other costs and expenses incurred by them them, including, without limitation, (i) the fees and not set forth in disbursements of counsel of the preceding sentence Underwriters and (ii) such additional costs arising out of any Free Writing Prospectuses prepared and/or distributed by the Underwriters, in connection with the purchase and sale of the Registered Certificates. (fj) To The Depositor will file with the Commission within fifteen days of the issuance of the Certificates a report on Form 8-K setting forth specific information concerning the Certificates and the Mortgage Pool to the extent that such information is not set forth in the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) Prospectus. The Depositor shall take obtain a letter from Deloitte & Touche LLP, certified public accountants, satisfactory in form and substance to the Depositor and the Underwriters, to the effect that such accountants have performed certain specified procedures, all reasonable action necessary of which have been agreed to enable by the Rating Agencies to provide their respective credit ratings Depositor, as a result of which they have determined that the Registered Certificates as described information included in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies the Time of each Issuer Free Writing Prospectus Sale Information that is not filed with the Commission accountants have examined in accordance with Rule 433 under such agreed upon procedures, is accurate except as to such matters that are not deemed by the 1933 ActDepositor to be material.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus (including any revised prospectus that the Depositor proposes for use by the Underwriters in connection with the offering of the Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or Prospectus not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) at any time during the period when a prospectus relating to or affecting the Registered CertificatesCertificates is required to be delivered under the 1933 Act, unless and the Depositor has furnished a copy to you for your review will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for give the Lead Underwriters notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Certificates, (ii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) IfThe Depositor will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4, at any the Depositor will cause each Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (d) The Depositor will furnish to the Lead Underwriters, from time to time during the period when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as the Lead Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") or the respective applicable rules and regulations of the Commission thereunder. (e) If, during the period after the first date of the public offering of the Certificates in which a prospectus relating to the Certificates is required to be delivered under the 1933 Act, any event occurs shall occur as a result of which it is necessary to amend or supplement the Preliminary Prospectus (in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of Certificates, if the Depositor has actual knowledge of the event, and if the event is not otherwise disclosed in a filing to the Registration Statement pursuant to Section 13 or 15(d) of the 1934 Act, the Depositor will forthwith amend or supplement the Prospectus so that, as then so amended or supplemented) or , the Prospectus (as then amended or supplemented) would will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with will furnish to the Commission, at the expense Lead Underwriters a reasonable number of the Depositor, subject to paragraph (a) copies of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possiblesupplement. (cf) The Depositor shall furnish will endeavor to you and to counsel arrange for the Underwriters, upon request and without charge, signed copies qualification of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the applicable securities laws of such states and other jurisdictions of the United States as you the Lead Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Certificates in the manner specified in the Prospectus under "Use of Proceeds". (h) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, including, without limitation, (i) the fees, disbursements and expenses of the Depositor's counsel and accountants in connection with the purchase of the Mortgage Loans and the issuance and sale of the Certificates, (ii) all costs fees and expenses incurred in connection with the registration and delivery of the Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (iii) all costs and expenses related to the transfer and delivery of the Certificates to the Underwriters, including any transfer or other taxes payable thereon, (iv) the costs of printing (or otherwise reproducing) producing any "blue sky" memorandum in connection with the offer and delivering sale of the Pooling Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f), including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Lead Underwriters in connection with such qualification and in connection with the "blue sky" memorandum, (v) the cost of printing the Certificates, (vi) the upfront costs and charges of any transfer agent, registrar or depository, (vii) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Certificates and (viii) all other costs and expenses incident to the Underwritersperformance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. The Except as herein provided, the Underwriters shall be responsible for paying the payment of all other costs and expenses incurred by them them, including, without limitation, (i) the fees and not set forth in the preceding sentence in connection with the purchase and sale disbursements of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights counsel of the Underwriters under the Pooling and Servicing Agreement and shall not consent to (ii) such additional costs arising out of any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (Free Writing Prospectuses prepared by or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act Underwriters and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable filing of such materials, if required, with the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix)Commission. (i) The Depositor willshall obtain a letter from Ernst & Young LLP, pursuant certified public accountants, satisfactory in form and substance to reasonable procedures developed the Depositor and the Lead Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Depositor and the Lead Underwriters, as a result of which they have determined that the information included in good faith, retain copies the Time of each Issuer Free Writing Prospectus Sale Information that is not filed with the Commission accountants have examined in accordance with Rule 433 under such agreed upon procedures, is accurate except as to such matters that are not deemed by the 1933 ActDepositor or the Lead Underwriters to be material.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 1933 Act) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement Statement, or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4 hereof, the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (e) The Depositor will furnish to you the Underwriters and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment and supplement thereto which that shall become effective on or prior to the Closing Date, Date and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of during the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 ActProspectus Delivery Period, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you the Underwriters may reasonably request. Prior to the date on which the Prospectus is available, the Depositor will furnish to the Underwriters and each counsel for the Underwriters, without charge as many copies of the Initial Preliminary Prospectus, the Supplement and each Issuer Free Writing Prospectus as the Underwriters may reasonably request. (df) The Depositor shall will furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Offered Certificates for sale under the laws of such jurisdictions as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Offered Certificates; provided provided, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Offered Certificates in the manner specified in the Initial Preliminary Prospectus and the Prospectus under “USE OF PROCEEDS.” (h) Whether or not the transactions contemplated in the PSA are consummated or this Agreement is terminated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, all including, without limitation, (i) the fees, disbursements and expenses of the Depositor’s counsel and accountants in connection with the purchase and transfer of the Mortgage Loans and the issuance and sale of the Offered Certificates, (ii) the costs and expenses of preparing and delivering the PSA, the MLPAs and the other transaction documents to the parties thereto, (iii) the fees, costs and expenses of the Trustee, the Custodian and the Certificate Administrator (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts thereunder), (iv) all fees and expenses incurred in connection with the registration and delivery of the Offered Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (v) the costs and expenses of printing (or otherwise reproducing) producing any “blue sky” memorandum in connection with the offer and delivering sale of the Pooling Offered Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Offered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f) hereof, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the “blue sky” memorandum, (vi) the cost of printing the Offered Certificates, (vii) all costs and expenses related to the transfer and delivery of the Offered Certificates to the Underwriters. The Underwriters shall be responsible for paying , including any transfer or other taxes payable thereon, (viii) the upfront costs and charges of any custodian, transfer agent, registrar or depository (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts pursuant to an agreement executed in connection with the issuance of the Certificates), (ix) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Offered Certificates; and (x) all other costs and expenses incurred incident to the performance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in Section 7 hereof or as otherwise agreed to by them the parties, the Underwriters will pay all of their costs and not set forth expenses, including fees and disbursements of their counsel. (i) The Depositor shall obtain a letter from a nationally recognized certified public accounting firm (reasonably satisfactory to the Underwriters), satisfactory in form and substance to the Depositor and the Underwriters, to the effect that such accounting firm has performed certain specified procedures, all of which have been agreed to by the Depositor and the Underwriters, as a result of which it has determined that the information included in the preceding sentence Time of Sale Information and the Prospectus that such accounting firm has examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Depositor or the Underwriters to be material. (j) The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reportsoffering, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required including in acting pursuant to the terms of the Pooling this Agreement, has acted and Servicing Agreement to, satisfy is acting as an independent contractor and comply with all reporting requirements of the 1934 Act not as a fiduciary and the rules and regulations thereunderDepositor does not intend such Underwriter to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (ik) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus or any materials used in a Road Show (as defined in Rule 433 of the 1933 Act) that is are required to be retained by the Depositor pursuant to the 1933 Act, to the extent not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and, to the extent the provisions of subsections H and agrees with I below relate to ContiMortgage and ContiWest, respectively, ContiMortgage and ContiWest agree as follows: A. To prepare the Prospectus in a form approved by the Underwriters that: (aand to file such Prospectus pursuant to Rule 424(b) The Depositor will under the Securities Act not file later than the Commission's close of business on the second business day following the availability of the Prospectus to the Underwriters; to make no further amendment or any amendment supplement to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filingthe Closing Date except as permitted herein; to advise the Underwriters, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to promptly after it receives notice thereof, of the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of has been filed or becomes effective prior to the Closing Date or any request by the Commission supplement to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional amended Prospectus has been filed prior to the Closing Date and to furnish the Underwriters with copies thereof without charge; to file promptly all reports and any definitive proxy or information in respect statements required to be filed by the Depositor with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act subsequent to the date of the Prospectus and, for so long as the delivery of a prospectus is required in connection with the offering contemplated hereby, (iv) or sale of the Offered Certificates; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order suspending or the effectiveness institution of or, to the knowledge of the Registration Statement Depositor, the threatening of any proceeding for such purpose, or of: (i) any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and Prospectus; (vii) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Offered Certificates for offering or sale in any jurisdiction jurisdiction; (iii) the initiation of or the institution or threatening threat of any proceeding for that any such purpose; or (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. The In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Depositor will promptly shall use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereofof such order by the Commission. B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters without charge such number of the following documents as the Underwriters shall reasonably request: (bi) If, conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time when a prospectus relating prior to the Registered Certificates is required to be delivered under expiration of nine months after the 1933 ActClosing Date in connection with the offering or sale of the Offered Certificates, and if at such time any event occurs events shall have occurred as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Depositor shall notify the Underwriters and, upon any Underwriters' request, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance, and in case the Underwriters are required to deliver a Prospectus in connection with sales of any of the Offered Certificates at any time nine months or more after the Effective Time, upon the request of the Underwriters but at their expense, the Depositor shall prepare and deliver to the Underwriters as many copies as the Underwriters may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. D. To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to comply with the 1933 Prospectus that may, in the judgment of the Depositor or the Underwriters, be required by the Securities Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with requested by the Commission, at . Neither the expense Underwriters' consent to nor their distribution of the Depositor, subject to paragraph (a) of this Section 5, an any amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained shall constitute a waiver of any of the conditions set forth in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possibleSection VI. (c) The Depositor shall E. To furnish to you the Underwriters and to counsel for the Underwriters, upon request prior to filing with the Commission, and without charge, signed copies to obtain the consent of the Underwriters for the filing of the following documents relating to the Certificates: (i) any Post-Effective Amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (including exhibits theretoii) Prospectus pursuant to Rule 424 of the Rules and Regulations. F. To make generally available to holders of the Offered Certificates as soon as practicable, but in any event not later than 90 days after the close of the period covered thereby, a statement of earnings of the Trust (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Depositor, Rule 158) and each amendment thereto which shall become effective on or prior to covering a period of at least twelve consecutive months beginning not later than the first day of the first fiscal quarter following the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such informationG. To use its best efforts, execute such instruments and take such actionin cooperation with the Underwriters, if any, as may be required to qualify the Registered Offered Certificates for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States or elsewhere as you the Underwriters may designate designate, and will maintain or cause to be maintained such qualifications in effect so for as long as may be required for the distribution of the Registered Offered Certificates; provided . The Depositor will file or cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Offered Certificates have been so qualified. H. Unless the Underwriters shall otherwise have given their written consent, no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets originated or owned by ContiMortgage shall be publicly offered or sold, nor shall ContiMortgage enter into any contractual arrangements that contemplate the public offering or sale of such securities, until the earlier to occur of the termination of the syndicate or the Closing Date. I. Unless the Underwriters shall otherwise have given their written consent, no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets originated or owned by ContiWest shall be publicly offered or sold, nor shall ContiWest enter into any contractual arrangements that contemplate the public offering or sale of such securities, until the earlier to occur of the termination of the syndicate or the Closing Date. J. Unless the Underwriters shall otherwise have given their written consent (such consent not to be unreasonably withheld), no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets that are similar to the Home Equity Loans originated or owned by the Depositor shall not be required publicly offered or sold until the earlier to qualify to do business in any jurisdiction where it is not now qualified occur of the termination of the syndicate or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processthe Closing Date. (e) The K. So long as the Offered Certificates shall be outstanding the Depositor shall paycause the Trustee, or cause pursuant to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” lawsAgreement, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to deliver to the Underwriters of as soon as such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel statements are furnished to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in Trustee: (i) the preceding sentence in connection with annual statement as to compliance delivered to the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are Trustee pursuant to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment Section 8.16 of the Pooling and Servicing Agreement that would adversely affect such rights Agreement; (ii) the annual statement of the Underwriters. (g) The Depositor shall, as to itself, and as a firm of independent public accountants furnished to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms Section 8.17 of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements Agreement; (iii) the monthly servicing report furnished to the Trustee pursuant to Section 7.08 of the 1934 Act Pooling and Servicing Agreement; and (iv) the rules monthly reports furnished to the Certificateholders pursuant to Section 7.09 of the Pooling and regulations thereunderServicing Agreement. (h) The Depositor shall take all reasonable action necessary to enable L. To apply the Rating Agencies to provide their respective credit ratings net proceeds from the sale of the Registered Offered Certificates as described in Section 1(a)(xix)the manner set forth in the Prospectus. (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act0000 Xxx) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, ABS Informational and Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act0000 Xxx.

Covenants of the Depositor. The In further consideration of the agreements of the Underwriters contained in the Underwriting Agreement, the Depositor covenants and agrees with the Underwriters thatas follows: (a) The To furnish the Representative, without charge, copies of the Registration Statement and any amendments thereto including exhibits and as many copies of the Prospectus and any supplements and amendments thereto as the Representative may from time to time reasonably request. (b) Immediately following the execution of the Underwriting Agreement, the Depositor will prepare a prospectus supplement setting forth the principal amount, notional amount or stated amount, as applicable, of Offered Securities covered thereby, the price at which the Offered Securities are to be purchased by the Underwriters from the Depositor, either the initial public offering price or prices or the method by which the price or prices at which the Offered Securities are to be sold will be determined, the selling concessions and reallowances, if any, any delayed delivery arrangements, and such other information as the Representative and the Depositor deem appropriate in connection with the offering of the Offered Securities, but the Depositor will not file any amendment to the Registration Statement (other than by reason or any supplement to the Prospectus of Rule 429 which the Representative shall not previously have been advised and furnished with a copy a reasonable time prior to the proposed filing or to which the Representative shall have reasonably objected. The Depositor will use its best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the 1933 Act) or any amendment or supplement , the Depositor will comply so far as it is able with all requirements imposed upon it by the 1933 Act and the rules and regulations thereunder to the Preliminary Prospectus extent necessary to permit the continuance of sales or Prospectus relating to or affecting of dealings in the Registered CertificatesOffered Securities in accordance with the provisions hereof and of the Prospectus, unless and the Depositor has furnished a copy will prepare and file with the Commission, promptly upon request by the Representative, any amendments to you for your review a reasonable time period prior the Registration Statement or supplements to filingthe Prospectus which may be necessary or advisable in connection with the distribution of the Offered Securities by the Underwriters, and will not file any such proposed amendment or supplement use its best efforts to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus same to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424become effective as promptly as possible. The Depositor promptly will advise you or counsel for the Underwriters (i) when Representative, promptly after it receives notice thereof, of the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of or any request by the Commission to amend the amended Registration Statement has become effective or amend or any supplement the Preliminary Prospectus or to the Prospectus or for any additional information in respect of amended Prospectus has been filed. The Depositor will advise the offering contemplated herebyRepresentative, (iv) promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the Preliminary any preliminary Prospectus or the Prospectus Prospectus, or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Offered Securities for offering or sale in any jurisdiction jurisdiction, or of the institution initiation or threatening of any proceeding for that any such purpose. The , or of any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension andany order suspending any such qualification, and if any such order is issued, to obtain the lifting thereof as soon promptly as possible the withdrawal thereofpossible. (bc) If, at any time when a prospectus relating to the Registered Certificates Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary for any other reason to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or Act, to promptly notify the rules Representative thereof and regulations thereunder, the Depositor shall promptly upon their request to prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5's own expense, an amendment or supplement that which will correct such statement or omission or an any amendment that which will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably requestcompliance. (d) The During the period when a prospectus is required by law to be delivered in connection with the sale of the Offered Securities pursuant to the Underwriting Agreement, the Depositor shall furnish such informationwill file, execute such instruments on a timely and take such actioncomplete basis, if any, as may be all documents that are required to be filed by the Depositor with the Commission pursuant to Sections 13, 14, or 15(d) of the 1934 Act. (e) To qualify the Registered Certificates Offered Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as you the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that in connection therewith the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificatesjurisdiction. (f) To make generally available to the extent that Depositor's security holders, as soon as practicable, but in any event not later than eighteen months after the Pooling and Servicing Agreement provides that date on which the Underwriters are filing of the Prospectus, as amended or supplemented, pursuant to receive any notices or reportsRule 424 under the 1933 Act first occurs, or have any other rights thereunder, an earnings statement of the Depositor shall enforce covering a twelve-month period beginning after the rights date of the Underwriters under Underwriting Agreement, which shall satisfy the Pooling and Servicing Agreement and shall not consent to any amendment provisions of Section 11(a) of the Pooling 1933 Act and Servicing Agreement that would adversely affect such rights the applicable rules and regulations of the UnderwritersCommission thereunder (including, at the option of the Depositor, Rule 158). (g) The Depositor shallFor so long as any of the Offered Securities remain outstanding, as to itself, and as furnish to the Trust Fund, shall cause Representative upon request in writing copies of such financial statements and other periodic and special reports as the Trustee (Depositor may from time to time distribute generally to its creditors or the Certificate Administrator on behalf holders of the Trustee) Offered Securities and to furnish to the Representative copies of each annual or other report the Depositor shall be required pursuant to file with the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderCommission. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings For so long as any of the Registered Certificates Offered Securities remain outstanding, the Depositor will, or will cause the Servicer to, furnish to the Representative, as described in Section 1(a)(xix). soon as available, a copy of (i) The Depositor willthe annual statement of compliance delivered by the Servicer to the Trustee under the applicable Pooling and Servicing Agreement, (ii) the annual independent public accountants' servicing report furnished to the Trustee pursuant to reasonable procedures developed in good faiththe applicable Pooling and Servicing Agreement, retain copies (iii) each report regarding the Offered Securities mailed to the holders of each Issuer Free Writing Prospectus that is not filed with such Securities, and (iv) from time to time, such other information concerning such Securities as the Commission in accordance with Rule 433 under the 1933 ActRepresentative may reasonably request.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 1933 Act) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement Statement, or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4 hereof, the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (e) The Depositor will furnish to you the Underwriters and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment and supplement thereto which that shall become effective on or prior to the Closing Date, Date and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of during the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 ActProspectus Delivery Period, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you the Underwriters may reasonably request. Prior to the date on which the Prospectus is available, the Depositor will furnish to the Underwriters and each counsel for the Underwriters, without charge as many copies of the Preliminary Prospectus, any supplement thereto and each Issuer Free Writing Prospectus as the Underwriters may reasonably request. (df) The Depositor shall will furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Offered Certificates for sale under the laws of such jurisdictions as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Offered Certificates; provided provided, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Offered Certificates in the manner specified in the Preliminary Prospectus and the Prospectus under “USE OF PROCEEDS.” (h) Whether or not the transactions contemplated in the PSA are consummated or this Agreement is terminated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, all including, without limitation, (i) the fees, disbursements and expenses of the Depositor’s counsel and accountants in connection with the purchase and transfer of the Mortgage Loans and the issuance and sale of the Offered Certificates, (ii) the costs and expenses of preparing and delivering the PSA, the MLPAs and the other transaction documents to the parties thereto, (iii) the fees, costs and expenses of the Trustee, the Custodian and the Certificate Administrator (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts thereunder), (iv) all fees and expenses incurred in connection with the registration and delivery of the Offered Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (v) the costs and expenses of printing (or otherwise reproducing) producing any “blue sky” memorandum in connection with the offer and delivering sale of the Pooling Offered Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Offered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f) hereof, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the “blue sky” memorandum, (vi) the cost of printing the Offered Certificates, (vii) all costs and expenses related to the transfer and delivery of the Offered Certificates to the Underwriters. The Underwriters shall be responsible for paying , including any transfer or other taxes payable thereon, (viii) the upfront costs and charges of any custodian, transfer agent, registrar or depository (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts pursuant to an agreement executed in connection with the issuance of the Certificates), (ix) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Offered Certificates; and (x) all other costs and expenses incurred incident to the performance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in Section 7 hereof or as otherwise agreed to by them the parties, the Underwriters will pay all of their costs and not set forth expenses, including fees and disbursements of their counsel. (i) The Depositor shall obtain a letter from a nationally recognized certified public accounting firm (reasonably satisfactory to the Underwriters), satisfactory in form and substance to the Depositor and the Underwriters, to the effect that such accounting firm has performed certain specified procedures, all of which have been agreed to by the Depositor and the Underwriters, as a result of which it has determined that the information included in the preceding sentence Time of Sale Information and the Prospectus that such accounting firm has examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Depositor or the Underwriters to be material. (j) The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reportsoffering, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required including in acting pursuant to the terms of the Pooling this Agreement, has acted and Servicing Agreement to, satisfy is acting as an independent contractor and comply with all reporting requirements of the 1934 Act not as a fiduciary and the rules and regulations thereunderDepositor does not intend such Underwriter to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (ik) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus or any materials used in a Road Show (as defined in Rule 433 of the 1933 Act) that is are required to be retained by the Depositor pursuant to the 1933 Act, to the extent not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and, to the extent the provisions of subsections H and agrees with I below relate to ContiMortgage and ContiWest, respectively, ContiMortgage and ContiWest agree as follows: A. To prepare the Prospectus in a form approved by the Underwriters that: (aand to file such Prospectus pursuant to Rule 424(b) The Depositor will under the Securities Act not file later than the Commission's close of business on the second business day following the availability of the Prospectus to the Underwriters; to make no further amendment or any amendment supplement to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filingthe Closing Date except as permitted herein; to advise the Underwriters, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to promptly after it receives notice thereof, of the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of has been filed or becomes effective prior to the Closing Date or any request by the Commission supplement to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional amended Prospectus has been filed prior to the Closing Date and to furnish the Underwriters with copies thereof without charge; to file promptly all reports and any definitive proxy or information in respect statements required to be filed by the Depositor with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act subsequent to the date of the Prospectus and, for so long as the delivery of a prospectus is required in connection with the offering contemplated hereby, (iv) or sale of the Offered Certificates; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order suspending or the effectiveness institution of or, to the knowledge of the Registration Statement Depositor, the threatening of any proceeding for such purpose, or of: (i) any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and Prospectus; (vii) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Offered Certificates for offering or sale in any jurisdiction jurisdiction; (iii) the initiation of or the institution or threatening threat of any proceeding for that any such purpose; or (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. The In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Depositor will promptly shall use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereofof such order by the Commission. B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters without charge such number of the following documents as the Underwriters shall reasonably request: (bi) If, conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time when a prospectus relating prior to the Registered Certificates is required to be delivered under expiration of nine months after the 1933 ActClosing Date in connection with the offering or sale of the Offered Certificates, and if at such time any event occurs events shall have occurred as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Depositor shall notify the Underwriters and, upon any Underwriter's request, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance, and in case the Underwriters are required to deliver a Prospectus in connection with sales of any of the Offered Certificates at any time nine months or more after the Effective Time, upon the request of the Underwriters but at their expense, the Depositor shall prepare and deliver to the Underwriters as many copies as the Underwriters may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. D. To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to comply with the 1933 Prospectus that may, in the judgment of the Depositor or the Underwriters, be required by the Securities Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with requested by the Commission, at . Neither the expense Underwriters' consent to nor their distribution of the Depositor, subject to paragraph (a) of this Section 5, an any amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained shall constitute a waiver of any of the conditions set forth in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possibleSection VI. (c) The Depositor shall E. To furnish to you the Underwriters and to counsel for the Underwriters, upon request prior to filing with the Commission, and without charge, signed copies to obtain the consent of the Underwriters for the filing of the following documents relating to the Certificates: (i) any Post-Effective Amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (including exhibits theretoii) Prospectus pursuant to Rule 424 of the Rules and Regulations. F. To make generally available to holders of the Offered Certificates as soon as practicable, but in any event not later than 90 days after the close of the period covered thereby, a statement of earnings of the Trust (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Depositor, Rule 158) and each amendment thereto which shall become effective on or prior to covering a period of at least twelve consecutive months beginning not later than the first day of the first fiscal quarter following the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such informationG. To use its best efforts, execute such instruments and take such actionin cooperation with the Underwriters, if any, as may be required to qualify the Registered Offered Certificates for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States or elsewhere as you the Underwriters may designate designate, and will maintain or cause to be maintained such qualifications in effect so for as long as may be required for the distribution of the Registered Offered Certificates; provided . The Depositor will file or cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Offered Certificates have been so qualified. H. Unless the Underwriters shall otherwise have given their written consent, no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets originated or owned by ContiMortgage shall be publicly offered or sold, nor shall ContiMortgage enter into any contractual arrangements that contemplate the public offering or sale of such securities, until the earlier to occur of the termination of the syndicate or the Closing Date. I. Unless the Underwriters shall otherwise have given their written consent, no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets originated or owned by ContiWest shall be publicly offered or sold, nor shall ContiWest enter into any contractual arrangements that contemplate the public offering or sale of such securities, until the earlier to occur of the termination of the syndicate or the Closing Date. J. Unless the Underwriters shall otherwise have given their written consent (such consent not to be unreasonably withheld), no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets that are similar to the Home Equity Loans originated or owned by the Depositor shall not be required publicly offered or sold until the earlier to qualify to do business in any jurisdiction where it is not now qualified occur of the termination of the syndicate or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processthe Closing Date. (e) The K. So long as the Offered Certificates shall be outstanding the Depositor shall paycause the Trustee, or cause pursuant to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” lawsAgreement, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to deliver to the Underwriters of as soon as such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel statements are furnished to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in Trustee: (i) the preceding sentence in connection with annual statement as to compliance delivered to the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are Trustee pursuant to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment Section 8.16 of the Pooling and Servicing Agreement that would adversely affect such rights Agreement; (ii) the annual statement of the Underwriters. (g) The Depositor shall, as to itself, and as a firm of independent public accountants furnished to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms Section 8.17 of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements Agreement; (iii) the monthly servicing report furnished to the Trustee pursuant to Section 7.08 of the 1934 Act Pooling and Servicing Agreement; and (iv) the rules monthly reports furnished to the Certificateholders pursuant to Section 7.09 of the Pooling and regulations thereunderServicing Agreement. (h) The Depositor shall take all reasonable action necessary to enable L. To apply the Rating Agencies to provide their respective credit ratings net proceeds from the sale of the Registered Offered Certificates as described in Section 1(a)(xix)the manner set forth in the Prospectus. (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with each of the Underwriters that: (a) The Prior to the termination of the offering of the Offered Notes, the Depositor will not file any amendment to of the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or the Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished you a copy to you for your review a reasonable time period prior to filing, filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause will file the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to said and in accordance with the applicable paragraph of Rule 424. 424(b) within the time period prescribed and will provide evidence satisfactory to you of such timely filing. (b) The Depositor promptly will advise you promptly of any proposal to amend or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to supplement the Registration Statement shall have become effectiveas filed or the Preliminary Prospectus or the Prospectus and will not effect such amendment or supplement without your consent, (iii) which consent will not unreasonably be withheld; the Depositor will also advise you promptly of any request by the Commission for any amendment of or supplement to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect information; and the Depositor also will advise you promptly of the offering contemplated herebyeffectiveness of any amendment to the Registration Statement filed after Post-Effective Amendment No. 4, (ivwhen the Preliminary Prospectus and the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b) and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening threat of any proceeding for that purpose. The , and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, and to obtain as soon as possible the withdrawal thereoflifting of any issued stop order. (bc) If, at any time when a prospectus relating to the Registered Certificates Offered Notes is required to be delivered under the 1933 Securities Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Registration Statement or supplement the Prospectus to comply with the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the respective rules and regulations thereunder, the Depositor shall promptly will notify you and will prepare and file file, or cause to be prepared and filed, with the Commission, at the expense of the Depositor, subject to the first sentence of paragraph (a) of this Section 57, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance andcompliance. Any such filing shall not operate as a waiver or limitation of any right of any Underwriter hereunder. (d) As soon as practicable, if such amendment or supplement is required to be contained in a post-effective amendment to but not later than fourteen months after the Registration StatementClosing Date, the Depositor shall use its best efforts will cause the Trust to cause such amendment make generally available to holders of the Registration Statement to be made effective as soon as possibleOffered Notes an earnings statement of the Trust covering a period of at least twelve months beginning after the Closing Date that will satisfy the provisions of Section 11(a) of the Securities Act. (ce) The Depositor shall will furnish to you and to counsel for the Underwriters, upon request and without charge, signed Underwriters copies of the Registration Statement (including exhibits thereto) one of which will be signed and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriterwill include all exhibits), each Issuer Free Writing Prospectusrelated preliminary prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any all amendments and supplements thereto to such documents, in each case as you may reasonably soon as available and in such quantities as the Underwriters request. (df) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify will arrange for the Registered Certificates qualification of the Offered Notes for sale under the laws of such jurisdictions in the United States as you may reasonably designate and will maintain continue such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processdistribution. (eg) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with For a period from the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing date of this Agreement until the retirement of the Offered Notes or until such time as the Underwriters shall cease to maintain a secondary market in the Offered Notes, whichever occurs first, the Depositor will deliver to you the annual statements of compliance, the assessments of compliance with servicing criteria and the delivery annual independent certified public accountants' attestation reports furnished to the Underwriters of Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing Agreement, as soon as such copies statements and reports are furnished to the Indenture Trustee or the Owner Trustee. (h) So long as any of the Preliminary ProspectusOffered Notes is outstanding, the Term Sheet Depositor will furnish to you (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to holders of the Offered Notes or filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Prospectus Depositor filed with any government or regulatory authority that is otherwise publicly available, as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The On or before the Closing Date, DCFS shall cause its computer records relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables and, from and after the Closing Date, DCFS shall not take any action inconsistent with the Trust's ownership of such Receivables, other than as permitted by the Sale and Servicing Agreement. (j) To the extent, if any, that the ratings provided with respect to the Offered Notes by the rating agency or agencies that initially rate the Offered Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor, the Depositor willshall furnish such documents and take any such other actions. (k) For the period beginning on the date of this Agreement and ending on the Closing Date, unless waived by the Underwriters, neither the Depositor nor any trust originated, directly or indirectly, by the Depositor will offer to sell or sell notes (other than the Notes) collateralized by, or certificates evidencing an ownership interest in, receivables generated pursuant to reasonable procedures developed retail automobile or light duty truck installment sale contracts in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with such a manner as would constitute a public offering to persons in the Commission in accordance with Rule 433 under the 1933 ActUnited States.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act1000 Xxx) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Underwritten Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Underwritten Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Underwritten Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Underwritten Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Underwritten Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Underwritten Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet[, Computational Material [IDENTIFY ANY OTHER PREVIOUSLY PREPARED TIME OF SALE INFORMATION]] and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet Sheet[, [IDENTIFY ANY OTHER PREVIOUSLY PREPARED TIME OF SALE INFORMATION]] and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Underwritten Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Underwritten Certificates as described in Section 1(a)(xix1(a)(xv). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act1000 Xxx.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act1000 Xxx) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act1000 Xxx.

Covenants of the Depositor. The In further consideration of the agreements of the Underwriter contained in the Underwriting Agreement, the Depositor covenants and agrees with the Underwriters thatas follows: (a) The To furnish the Representative, without charge, copies of the Registration Statement and any amendments thereto including exhibits and as many copies of the Prospectus and any supplements and amendments thereto as the Representative may from time to time reasonably request. (b) Immediately following the execution of the Underwriting Agreement, the Depositor will prepare a prospectus supplement setting forth the principal amount, notional amount or stated amount, as applicable, of Offered Securities covered thereby, the price at which the Offered Securities are to be purchased by the Underwriter from the Depositor, either the initial public offering price or prices or the method by which the price or prices at which the Offered Securities are to be sold will be determined, the selling concessions and reallowances, if any, any delayed delivery arrangements, and such other information as the Representative and the Depositor deem appropriate in connection with the offering of the Offered Securities, but the Depositor will not file any amendment to the Registration Statement (other than by reason or any supplement to the Prospectus of Rule 429 which the Representative shall not previously have been advised and furnished with a copy a reasonable time prior to the proposed filing or to which the Representative shall have reasonably objected. The Depositor will use its best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the 1933 Act) or any amendment or supplement , the Depositor will comply so far as it is able with all requirements imposed upon it by the 1933 Act and the rules and regulations thereunder to the Preliminary Prospectus extent necessary to permit the continuance of sales or Prospectus relating to or affecting of dealings in the Registered CertificatesOffered Securities in accordance with the provisions hereof and of the Prospectus, unless and the Depositor has furnished a copy will prepare and file with the Commission, promptly upon request by the Representative, any amendments to you for your review a reasonable time period prior the Registration Statement or supplements to filingthe Prospectus which may be necessary or advisable in connection with the distribution of the Offered Securities by the Underwriter, and will not file any such proposed amendment or supplement use its best efforts to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus same to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424become effective as promptly as possible. The Depositor promptly will advise you or counsel for the Underwriters (i) when Representative, promptly after it receives notice thereof, of the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of or any request by the Commission to amend the amended Registration Statement has become effective or amend or any supplement the Preliminary Prospectus or to the Prospectus or for any additional information in respect of amended Prospectus has been filed. The Depositor will advise the offering contemplated herebyRepresentative, (iv) promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the Preliminary any preliminary Prospectus or the Prospectus Prospectus, or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Offered Securities for offering or sale in any jurisdiction jurisdiction, or of the institution initiation or threatening of any proceeding for that any such purpose. The , or of any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension andany order suspending any such qualification, and if any such order is issued, to obtain the lifting thereof as soon promptly as possible the withdrawal thereofpossible. (bc) If, at any time when a prospectus relating to the Registered Certificates Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary for any other reason to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or Act, to promptly notify the rules Representative thereof and regulations thereunder, the Depositor shall promptly upon their request to prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5's own expense, an amendment or supplement that which will correct such statement or omission or an any amendment that which will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably requestcompliance. (d) The During the period when a prospectus is required by law to be delivered in connection with the sale of the Offered Securities pursuant to the Underwriting Agreement, the Depositor shall furnish such informationwill file, execute such instruments on a timely and take such actioncomplete basis, if any, as may be all documents that are required to be filed by the Depositor with the Commission pursuant to Sections 13, 14, or 15(d) of the 1934 Act. (e) To qualify the Registered Certificates Offered Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as you the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that in connection therewith the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificatesjurisdiction. (f) To make generally available to the extent that Depositor's security holders, as soon as practicable, but in any event not later than eighteen months after the Pooling and Servicing Agreement provides that date on which the Underwriters are filing of the Prospectus, as amended or supplemented, pursuant to receive any notices or reportsRule 424 under the 1933 Act first occurs, or have any other rights thereunder, an earnings statement of the Depositor shall enforce covering a twelve-month period beginning after the rights date of the Underwriters under Underwriting Agreement, which shall satisfy the Pooling and Servicing Agreement and shall not consent to any amendment provisions of Section 11(a) of the Pooling 1933 Act and Servicing Agreement that would adversely affect such rights the applicable rules and regulations of the UnderwritersCommission thereunder (including, at the option of the Depositor, Rule 158). (g) The Depositor shallFor so long as any of the Offered Securities remain outstanding, as to itself, and as furnish to the Trust Fund, shall cause Representative upon request in writing copies of such financial statements and other periodic and special reports as the Trustee (Depositor may from time to time distribute generally to its creditors or the Certificate Administrator on behalf holders of the Trustee) Offered Securities and to furnish to the Representative copies of each annual or other report the Depositor shall be required pursuant to file with the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderCommission. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings For so long as any of the Registered Certificates Offered Securities remain outstanding, the Depositor will, or will cause the Servicer to, furnish to the Representative, as described in Section 1(a)(xix). soon as available, a copy of (i) The Depositor willthe annual statement of compliance delivered by the Servicer to the Indenture Trustee under the Servicing Agreement, (ii) the annual independent public accountants' servicing report furnished to the Indenture Trustee pursuant to reasonable procedures developed in good faiththe Servicing Agreement, retain copies (iii) each report regarding the Offered Securities mailed to the holders of each Issuer Free Writing Prospectus that is not filed with such Securities, and (iv) from time to time, such other information concerning such Securities as the Commission in accordance with Rule 433 under the 1933 ActRepresentative may reasonably request.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Base Prospectus relating to or affecting the Registered Underwritten Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus Supplement to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus Supplement shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus Supplement or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Underwritten Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (Prospectus, as then amended or supplemented) or the Prospectus (as then amended or supplemented) , would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary FWP, the Prospectus Supplement and the Base Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Underwritten Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Underwritten Certificates; provided provided, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Underwritten Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Underwritten Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Preliminary ProspectusFWP, the Preliminary Collateral Term Sheet, the Preliminary Annex A-1 FWP, the Term Sheet, Computational Material the Annex A-1 FWP, the Pre-Pricing FWP, each other Free Writing Prospectus and the ProspectusProspectus Supplement, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Base Prospectus, the Preliminary FWP, the Preliminary Collateral Term Sheet Sheet, the Preliminary Annex A-1 FWP, the Term Sheet, the Annex A-1 FWP, the Pre-Pricing FWP, each other Free Writing Prospectus and the Prospectus Supplement as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Underwritten Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Underwritten Certificates as described in Section 1(a)(xix1(a)(xv). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 1000 Xxx) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies will cause each of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Base Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (dSupplement to be transmitted to the Commission for filing pursuant to Rule 424(b) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications 1933 Act by means reasonably calculated to result in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.pursuant to said

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 0000 Xxx) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies will cause each of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Base Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (dSupplement to be transmitted to the Commission for filing pursuant to Rule 424(b) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications 1933 Act by means reasonably calculated to result in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.pursuant to said

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 1000 Xxx) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall will cause each of the Base Prospectus and the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4, the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (e) The Depositor will furnish to you the Underwriters and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which that shall become effective on or prior to the Closing Date, Date and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of during the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 ActProspectus Delivery Period, as many copies of the Preliminary Base Prospectus and the Prospectus Supplement and any amendments and supplements thereto as you the Underwriters may reasonably request. Prior to the date on which the Base Prospectus and the Prospectus Supplement are available, the Depositor will furnish to the Underwriters and each counsel for the Underwriters, without charge as many copies of the Preliminary FWP and each Issuer Free Writing Prospectus as the Underwriters may reasonably request. (df) The Depositor shall will furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Offered Certificates for sale under the laws of such jurisdictions as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Offered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Offered Certificates in the manner specified in the Prospectus under “Use of Proceeds.” (h) Whether or not the transactions contemplated in the PSA are consummated or this Agreement is terminated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, all including, without limitation, (i) the fees, disbursements and expenses of the Depositor’s counsel and accountants in connection with the purchase and transfer of the Mortgage Loans and the issuance and sale of the Offered Certificates, (ii) the costs and expenses of preparing and delivering the PSA, the MLPAs and the other transaction documents to the parties thereto, (iii) the fees, costs and expenses of the Trustee and the Certificate Administrator (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts thereunder), (iv) all fees and expenses incurred in connection with the registration and delivery of the Offered Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (v) the costs and expenses of printing (or otherwise reproducing) producing any “blue sky” memorandum in connection with the offer and delivering sale of the Pooling Offered Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Offered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f), including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the “blue sky” memorandum, (vi) the cost of printing the Offered Certificates, (vii) all costs and expenses related to the transfer and delivery of the Offered Certificates to the Underwriters. The Underwriters shall be responsible for paying , including any transfer or other taxes payable thereon, (viii) the upfront costs and charges of any custodian, transfer agent, registrar or depository (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts pursuant to an agreement executed in connection with the issuance of the Certificates), (ix) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Offered Certificates; and (x) all other costs and expenses incurred by them and not set forth in incident to the preceding sentence in connection with the purchase and sale performance of the Registered Certificates. (f) To obligations of the extent Depositor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in Section 7 or as otherwise agreed to by the Pooling and Servicing Agreement provides that parties, the Underwriters are to receive any notices or reportswill pay all of their costs and expenses, or have any other rights thereunder, the Depositor shall enforce the rights including fees and disbursements of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriterstheir counsel. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and, to the extent the provisions of Sections H. and agrees with I. below relate to ContiMortgage and ContiWest, respectively, ContiMortgage and ContiWest agree as follows: A. To prepare the Prospectus in a form approved by the Underwriters that: (aand to file such Prospectus pursuant to Rule 424(b) The Depositor will under the Securities Act not file later than the Commission's close of business on the second business day following the availability of the Prospectus to the Underwriters; to make no further amendment or any amendment supplement to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filingthe Closing Date except as permitted herein; to advise the Underwriters, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to promptly after it receives notice thereof, of the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of has been filed or becomes effective prior to the Closing Date or any request by the Commission supplement to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional amended Prospectus has been filed prior to the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information in respect statements required to be filed by the Depositor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, for so long as the delivery of a prospectus is required in connection with the offering contemplated hereby, (iv) or sale of the Offered Certificates; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of: (i) any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and Prospectus; (vii) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Offered Certificates for offering or sale in any jurisdiction jurisdiction; (iii) the initiation of or the institution or threatening threat of any proceeding for that any such purpose; or (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. The In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Depositor will promptly shall use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereofof such order by the Commission. B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (bi) If, conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time when a prospectus relating prior to the Registered Certificates is required to be delivered under expiration of nine months after the 1933 ActEffective Time in connection with the offering or sale of the Offered Certificates, and if at such time any event occurs events shall have occurred as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Depositor shall notify the Underwriters and, upon any Underwriters' request, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance, and in case the Underwriters are required to deliver a Prospectus in connection with sales of any of the Offered Certificates at any time nine months or more after the Effective Time, upon the request of the Underwriters but at their expense, the Depositor shall prepare and deliver to the Underwriters as many copies as the Underwriters may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. D. To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to comply with the 1933 Prospectus that may, in the judgment of the Depositor or the Underwriters, be required by the Securities Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with requested by the Commission, at . Neither the expense Underwriters' consent to nor their distribution of the Depositor, subject to paragraph (a) of this Section 5, an any amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained shall constitute a waiver of any of the conditions set forth in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possibleSection VI. (c) The Depositor shall E. To furnish to you the Underwriters and to counsel for the Underwriters, upon request prior to filing with the Commission, and without charge, signed copies to obtain the consent of the Underwriters for the filing of the following documents relating to the Certificates: (i) any Post-Effective Amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (including exhibits theretoii) Prospectus pursuant to Rule 424 of the Rules and Regulations. F. To make generally available to holders of the Offered Certificates as soon as practicable, but in any event not later than 90 days after the close of the period covered thereby, a statement of earnings of the Trust (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Depositor, Rule 158) and each amendment thereto which shall become effective on or prior to covering a period of at least twelve consecutive months beginning not later than the first day of the first fiscal quarter following the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such informationG. To use its best efforts, execute such instruments and take such actionin cooperation with the Underwriters, if any, as may be required to qualify the Registered Offered Certificates for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States or elsewhere as you the Underwriters may designate designate, and will maintain or cause to be maintained such qualifications in effect so for as long as may be required for the distribution of the Registered Offered Certificates; provided . The Depositor will file or cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Offered Certificates have been so qualified. H. Unless the Underwriters shall otherwise have given their written consent, no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets originated or owned by ContiMortgage shall be publicly offered or sold, nor shall ContiMortgage enter into any contractual arrangements that contemplate the public offering or sale of such securities, until the earlier to occur of the termination of the syndicate or the Closing Date. I. Unless the Underwriters shall otherwise have given their written consent, no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets originated or owned by ContiWest shall be publicly offered or sold, nor shall ContiWest enter into any contractual arrangements that contemplate the public offering or sale of such securities, until the earlier to occur of the termination of the syndicate or the Closing Date. J. Unless the Underwriters shall otherwise have given their written consent (such consent not to be unreasonably withheld), no collateralized mortgage obligations or other similar securities representing interests in or secured by other mortgage-related assets that are similar to the Home Equity Loans originated or owned by the Depositor shall not be required publicly offered or sold until the earlier to qualify to do business in any jurisdiction where it is not now qualified occur of the termination of the syndicate or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processthe Closing Date. (e) The K. So long as the Offered Certificates shall be outstanding the Depositor shall paycause the Trustee, or cause pursuant to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” lawsAgreement, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to deliver to the Underwriters of as soon as such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel statements are furnished to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in Trustee: (i) the preceding sentence in connection with annual statement as to compliance delivered to the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are Trustee pursuant to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment Section 8.16 of the Pooling and Servicing Agreement that would adversely affect such rights Agreement; (ii) the annual statement of the Underwriters. (g) The Depositor shall, as to itself, and as a firm of independent public accountants furnished to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms Section 8.17 of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements Agreement; (iii) the monthly servicing report furnished to the Trustee pursuant to Section 7.08 of the 1934 Act Pooling and Servicing Agreement; and (iv) the rules monthly reports furnished to the Certificateholders pursuant to Section 7.09 of the Pooling and regulations thereunderServicing Agreement. (h) The Depositor shall take all reasonable action necessary to enable L. To apply the Rating Agencies to provide their respective credit ratings net proceeds from the sale of the Registered Offered Certificates as described in Section 1(a)(xix)the manner set forth in the Prospectus. (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The In further consideration of the agreements of the Underwriters contained in the Underwriting Agreement, the Depositor covenants and agrees with the Underwriters thatas follows: (a) The To furnish the Representative, without charge, copies of the Registration Statement and any amendments thereto including exhibits and as many copies of the Prospectus and any supplements and amendments thereto as the Representative may from time to time reasonably request. (b) Immediately following the execution of the Underwriting Agreement, the Depositor will prepare a prospectus supplement setting forth the principal amount, notional amount or stated amount, as applicable, of Offered Securities covered thereby, the price at which the Offered Securities are to be purchased by the Underwriters from the Depositor, either the initial public offering price or prices or the method by which the price or prices at which the Offered Securities are to be sold will be determined, the selling concessions and reallowances, if any, any delayed delivery arrangements, and such other information as the Representative and the Depositor deem appropriate in connection with the offering of the Offered Securities, but the Depositor will not file any amendment to the Registration Statement (other than by reason or any supplement to the Prospectus of Rule 429 which the Representative shall not previously have been advised and furnished with a copy a reasonable time prior to the proposed filing or to which the Representative shall have reasonably objected. The Depositor will use its best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the 1933 Act) or any amendment or supplement , the Depositor will comply so far as it is able with all requirements imposed upon it by the 1933 Act and the rules and regulations thereunder to the Preliminary Prospectus extent necessary to permit the continuance of sales or Prospectus relating to or affecting of dealings in the Registered CertificatesOffered Securities in accordance with the provisions hereof and of the Prospectus, unless and the Depositor has furnished a copy will prepare and file with the Commission, promptly upon request by the Representative, any amendments to you for your review a reasonable time period prior the Registration Statement or supplements to filingthe Prospectus which may be necessary or advisable in connection with the distribution of the Offered Securities by the Underwriters, and will not file any such proposed amendment or supplement use its best efforts to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus same to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424become effective as promptly as possible. The Depositor promptly will advise you or counsel for the Underwriters (i) when Representative, promptly after it receives notice thereof, of the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of or any request by the Commission to amend the amended Registration Statement has become effective or amend or any supplement the Preliminary Prospectus or to the Prospectus or for any additional information in respect of amended Prospectus has been filed. The Depositor will advise the offering contemplated herebyRepresentative, (iv) promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the Preliminary any preliminary Prospectus or the Prospectus Prospectus, or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Offered Securities for offering or sale in any jurisdiction jurisdiction, or of the institution initiation or threatening of any proceeding for that any such purpose. The , or of any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension andany order suspending any such qualification, and if any such order is issued, to obtain the lifting thereof as soon promptly as possible the withdrawal thereofpossible. (bc) If, at any time when a prospectus relating to the Registered Certificates Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary for any other reason to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or Act, to promptly notify the rules Representative thereof and regulations thereunder, the Depositor shall promptly upon their request to prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5's own expense, an amendment or supplement that which will correct such statement or omission or an any amendment that which will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably requestcompliance. (d) The During the period when a prospectus is required by law to be delivered in connection with the sale of the Offered Securities pursuant to the Underwriting Agreement, the Depositor shall furnish such informationwill file, execute such instruments on a timely and take such actioncomplete basis, if any, as may be all documents that are required to be filed by the Depositor with the Commission pursuant to Sections 13, 14, or 15(d) of the 1934 Act. (e) To qualify the Registered Certificates Offered Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as you the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that in connection therewith the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificatesjurisdiction. (f) To make generally available to the extent that Depositor's security holders, as soon as practicable, but in any event not later than eighteen months after the Pooling and Servicing Agreement provides that date on which the Underwriters are filing of the Prospectus, as amended or supplemented, pursuant to receive any notices or reportsRule 424 under the 1933 Act first occurs, or have any other rights thereunder, an earnings statement of the Depositor shall enforce covering a twelve-month period beginning after the rights date of the Underwriters under Underwriting Agreement, which shall satisfy the Pooling and Servicing Agreement and shall not consent to any amendment provisions of Section 11(a) of the Pooling 1933 Act and Servicing Agreement that would adversely affect such rights the applicable rules and regulations of the UnderwritersCommission thereunder (including, at the option of the Depositor, Rule 158). (g) The Depositor shallFor so long as any of the Offered Securities remain outstanding, as to itself, and as furnish to the Trust Fund, shall cause Representative upon request in writing copies of such financial statements and other periodic and special reports as the Trustee (Depositor may from time to time distribute generally to its creditors or the Certificate Administrator on behalf holders of the Trustee) Offered Securities and to furnish to the Representative copies of each annual or other report the Depositor shall be required pursuant to file with the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderCommission. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings For so long as any of the Registered Certificates Offered Securities remain outstanding, the Depositor will, or will cause the Servicer to, furnish to the Representative, as described in Section 1(a)(xix). soon as available, a copy of (i) The Depositor willthe annual statement of compliance delivered by the Servicer to the Indenture Trustee under the Servicing Agreement, (ii) the annual independent public accountants' servicing report furnished to the Indenture Trustee pursuant to reasonable procedures developed in good faiththe Servicing Agreement, retain copies (iii) each report regarding the Offered Securities mailed to the holders of each Issuer Free Writing Prospectus that is not filed with such Securities, and (iv) from time to time, such other information concerning such Securities as the Commission in accordance with Rule 433 under the 1933 ActRepresentative may reasonably request.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act0000 Xxx) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, ABS Informational and Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; upfront costs and fees of other parties to the Pooling and Servicing Agreement; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act0000 Xxx.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give the Underwriters notice of its intention to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus (including any revised prospectus that the Depositor proposes for use by the Underwriters in connection with the offering of the Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or Prospectus not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) at any time during the period when a prospectus relating to or affecting the Registered CertificatesCertificates is required to be delivered under the 1933 Act, unless and the Depositor has furnished a copy to you for your review will furnish the Underwriters with copies of any such amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not file any such proposed amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Certificates, (ii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or Depositor, threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) IfThe Depositor will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule and, at any if necessary, within 15 days of the Closing Date, will transmit for filing by means reasonably calculated to result in filing with the Commission a report on Form 8-K for purposes of filing the Pooling and Servicing Agreement, and will promptly advise each Underwriter when the Prospectus Supplement or Form 8-K, as applicable has been so filed. (d) Upon request, the Depositor will deliver to each Underwriter and counsel to each Underwriter, without charge, a copy of the Registration Statement as originally filed and of each amendment thereto prior to the date hereof (including exhibits filed therewith or incorporated by reference therein). (e) The Depositor will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. (f) If, during the period after the first date of the public offering of the Certificates in which a Prospectus relating to the Certificates is required to be delivered under the 1933 Act, any event occurs shall occur as a result of which it is necessary to amend or supplement the Preliminary Prospectus (in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Depositor will forthwith amend or supplement the Prospectus so that, as then so amended or supplemented) or , the Prospectus (as then amended or supplemented) would will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense will furnish to each Underwriter a reasonable number of the Depositor, subject to paragraph (a) copies of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possiblesupplement. (cg) The Depositor shall furnish will endeavor to you and to counsel arrange for the Underwriters, upon request and without charge, signed copies qualification of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the applicable securities laws of such states and other jurisdictions of the United States as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eh) The Depositor shall paywill use the net proceeds received by it from the sale of the Certificates in the manner specified in the Prospectus under "Use of Proceeds". (i) Whether or not the transactions contemplated in the Pooling and Servicing Agreement are consummated or this Agreement is terminated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, including, without limitation, (i) the fees, disbursements and expenses of the Depositor's counsel in connection with the purchase of the Mortgage Loans and the issuance and sale of the Certificates, (ii) all costs fees and expenses incurred in connection with the registration and delivery of the Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplatedpreparation and filing of the Registration Statement, including, but not limited toany preliminary prospectus, the fees Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (iii) all costs and expenses related to the transfer and delivery of the Certificates to the Underwriters, including any transfer or other taxes payable thereon, (iv) the costs of printing (or otherwise reproducing) producing any "blue sky" memorandum in connection with the offer and delivering sale of the Pooling Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 6(b)(i)(I), including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the "blue sky" memorandum, (v) the cost of printing the Certificates, (vi) the costs and charges of any transfer agent, registrar or depository, (vii) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Certificates and (viii) all other costs and expenses incident to the Underwriters. The performance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. (j) Except as herein provided, the Underwriters shall be responsible for paying the payment of all other costs and expenses incurred by them them, including, without limitation, (i) the fees and not set forth in disbursements of counsel of the preceding sentence Underwriters and (ii) such additional costs arising out of any Computational Materials and ABS Term Sheets prepared and/or distributed by the Underwriters, in connection with the purchase and sale of the Registered Certificates. (fk) To the extent that the Pooling and Servicing Agreement provides that the Underwriters So long as any Certificates are to receive any notices or reportsoutstanding, or have any other rights thereunderupon request of an Underwriter, the Depositor shall enforce will, or will cause the rights Master Servicer or Special Servicer to, furnish to such Underwriter a copy of (i) the Underwriters annual statement of compliance delivered by the Master Servicer or the Special Servicer to the Trustee under the Pooling and Servicing Agreement and shall not consent Agreement, (ii) the annual independent public accountants' servicing report furnished to any amendment of the Trustee pursuant to the Pooling and Servicing Agreement that would adversely affect such rights Agreement, (iii) each report of the Underwriters. (g) The Depositor shall, as to itself, and as regarding the Certificates filed with the Commission under the 1934 Act or mailed to the Trust Fundholders of the Certificates and (iv) from time to time, shall cause such other information concerning the Trustee (Certificates which may be furnished by the Depositor, the Master Servicer or the Certificate Administrator on behalf Special Servicer without undue expense and without violation of the Trustee) to be required pursuant to the terms of applicable law or the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderAgreement. (hl) The Depositor shall take all reasonable action necessary to enable will file with the Rating Agencies to provide their respective credit ratings Commission within fifteen days of the Registered issuance of the Certificates a report on Form 8-K setting forth specific information concerning the Certificates and the Mortgage Pool to the extent that such information is not set forth in the Prospectus. The Depositor will also file with the Commission a report on Form 8-K setting forth all Computational Materials and ABS Term Sheets (as such terms are defined herein) provided to the Depositor by any Underwriter and identified by it as such within the time period allotted for such filing pursuant to the No-Action Letters; provided, however, that prior to such filing of the Computational Materials and ABS Term Sheets by the Depositor, such Underwriter must comply with its obligations pursuant to Section 4 and the Depositor must receive a letter from Deloitte & Touche LLP, certified public accountants, satisfactory in form and substance to the Depositor, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Depositor, as a result of which they have determined that the information included in the Computational Materials and ABS Term Sheets (if any), provided by such Underwriter to the Depositor for filing on Form 8-K pursuant to Section 4 and this subsection (l), and that the accountants have examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Depositor to be material. The Depositor shall file any corrected Computational Materials or ABS Term Sheets described in Section 1(a)(xix)4(c)(iv) as soon as practicable following receipt thereof. (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus (including any revised prospectus that the Depositor proposes for use by the Underwriters in connection with the offering of the Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or Prospectus not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) at any time during the period when a prospectus relating to or affecting the Registered CertificatesCertificates is required to be delivered under the 1933 Act, unless and the Depositor has furnished a copy to you for your review will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Certificates, (ii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) IfThe Depositor will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4, at any the Depositor will cause each Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (d) The Depositor will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Registered Certificates is required to be delivered under the 1933 Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") or the respective applicable rules and regulations of the Commission thereunder. (e) If, during the period after the first date of the public offering of the Certificates in which a prospectus relating to the Certificates is required to be delivered under the 1933 Act, any event occurs shall occur as a result of which it is necessary to amend or supplement the Preliminary Prospectus (in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to an investor in the Certificates, if the Depositor has actual knowledge of the event, and if the event is not otherwise disclosed in a filing to the Registration Statement pursuant to Section 13 or 15(d) of the 1934 Act, the Depositor will forthwith amend or supplement the Prospectus so that, as then so amended or supplemented) or , the Prospectus (as then amended or supplemented) would will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense will furnish to each Underwriter a reasonable number of the Depositor, subject to paragraph (a) copies of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possiblesupplement. (cf) The Depositor shall furnish will endeavor to you and to counsel arrange for the Underwriters, upon request and without charge, signed copies qualification of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the applicable securities laws of such states and other jurisdictions of the United States as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Certificates in the manner specified in the Prospectus under "Use of Proceeds". (h) Whether or not the transactions contemplated by this Agreement are consummated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, including, without limitation, (i) the fees, disbursements and expenses of the Depositor's counsel and accountants in connection with the purchase of the Mortgage Loans and the issuance and sale of the Certificates, (ii) all costs fees and expenses incurred in connection with the registration and delivery of the Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (iii) all costs and expenses related to the transfer and delivery of the Certificates to the Underwriters, including any transfer or other taxes payable thereon, (iv) the costs of printing (or otherwise reproducing) producing any "blue sky" memorandum in connection with the offer and delivering sale of the Pooling Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f), including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the "blue sky" memorandum, (v) the cost of printing the Certificates, (vi) the upfront costs and charges of any transfer agent, registrar or depository, (vii) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Certificates and (viii) all other costs and expenses incident to the Underwritersperformance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. The Except as herein provided, the Underwriters shall be responsible for paying the payment of all other costs and expenses incurred by them them, including, without limitation, (i) the fees and not set forth in the preceding sentence in connection with the purchase and sale disbursements of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights counsel of the Underwriters under the Pooling and Servicing Agreement and shall not consent to (ii) such additional costs arising out of any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (Free Writing Prospectuses prepared by or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act Underwriters and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable filing of such materials, if required, with the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix)Commission. (i) The Depositor willshall obtain a letter from Deloitte & Touche LLP, pursuant certified public accountants, satisfactory in form and substance to reasonable procedures developed the Depositor and the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Depositor and the Underwriters, as a result of which they have determined that the information included in good faith, retain copies the Time of each Issuer Free Writing Prospectus Sale Information that is not filed with the Commission accountants have examined in accordance with Rule 433 under such agreed upon procedures, is accurate except as to such matters that are not deemed by the 1933 ActDepositor or the Underwriters to be material.

Covenants of the Depositor. The Depositor covenants and agrees with the several Underwriters that: (a) The Depositor will file the Prospectus, properly completed, with the Commission pursuant to and in accordance with Rule 424(b) not file later than the time required thereby. The Depositor shall advise each of the Underwriters promptly of any such filing pursuant to Rule 424(b), and will make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the Closing Date except as permitted herein. (b) The Depositor will furnish promptly to each of the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as filed with the Commission, including all consents and exhibits filed therewith. (c) The Depositor shall advise each of the Underwriters promptly of any proposal to amend or supplement the Registration Statement as filed or the Prospectus within 30 days of the date of this Agreement or the earlier termination of the offering and will not effect such amendment or supplementation (other than by reason and amendment or supplement specifically relating to one or more series of Rule 429 under asset-backed securities other than the 1933 Actseries that includes the Notes) unless (i) the Depositor has given reasonable notice to the Underwriters of its intention to file such amendment or supplement, (ii) the Depositor has furnished the Underwriters with a copy for their review within a reasonable time prior to filing, and (iii) the Underwriters do not reasonably object to the filing of such amendment or supplement; and the Depositor will also advise each of the Underwriters promptly of (x) the effectiveness of the Registration Statement (if the effective date thereof is subsequent to the execution of this Agreement) and of any amendment or supplement to the Preliminary Prospectus Registration Statement that occurs within 30 days of this Agreement or Prospectus relating to or affecting (y) the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file filing of any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for of any additional information amended Prospectus and in respect each case to furnish each of the offering contemplated hereby, (iv) Underwriters with copies thereof within 30 days or earlier termination of offering; the Sponsor will advise each of the Underwriters upon its receipt of notice thereof of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior with respect to the Closing Date or Prospectus or: (i) any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and Prospectus; (vii) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Notes for offering or sale in any jurisdiction jurisdiction; and (iii) the initiation of or the institution or threatening threat of any proceeding for that any such purpose. The In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Depositor will promptly shall use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereofof such an order by the Commission. (bd) If, at any time when a prospectus Prospectus relating to the Registered Certificates Notes is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act Act, the TIA or the rules and regulations thereunder, the Depositor promptly shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (ac) of this Section 5Section, an amendment or supplement that which will correct such statement or omission omission, or an amendment that or supplement which will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possiblecompliance. (ce) The Depositor shall furnish to you timely prepare and to counsel for file, with the UnderwritersCommission, upon request and without charge, signed copies on behalf of the Registration Statement (including exhibits theretoIssuing Entity, all periodic reports required to be filed pursuant to Sections 13(a), 13(c), 14 or 15(d) and each amendment thereto which shall become effective on or prior of the Exchange Act subsequent to the Closing Date, date of the Prospectus and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, for so long as the delivery of a prospectus by an Underwriter is required in connection with the offering or dealer may be required by the 1933 Act, as many copies sale of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably requestNotes. (df) The Depositor shall furnish such informationwill use its reasonable efforts, execute such instruments and take such actionin cooperation with the Underwriters, if any, as may be required to qualify arrange for the Registered Certificates qualification of the Notes for sale under the laws of such jurisdictions as you may the Underwriters designate and will maintain continue such qualifications in effect so long as required for the distribution of the Registered Certificatesto be fully completed; provided provided, however, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified on the date of this Agreement or to take any action that which would subject it to general or unlimited service of process or corporate or franchise taxation as a foreign corporation in any jurisdiction where in which it is not now not, on the date of this Agreement, subject to such service of processor process or such taxation. (eg) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Depositor shall deliver to each of the Underwriters, as soon as such statements are furnished to the Indenture Trustee, the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement, as soon as such statements and reports are furnished to the Indenture Trustee and the Monthly Statement to the Noteholders pursuant to the Sale and Servicing Agreement. (h) So long as any of the Notes are outstanding, the Depositor shall furnish to each of the Underwriters (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to Noteholders or filed with the Commission on behalf of the Issuing Entity pursuant to the Exchange Act, or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Depositor as the Underwriters may reasonably request only insofar as such information reasonably relates to the transactions contemplated by the Basic Documents, and which may be furnished by the Depositor or the Servicer without any undue expense and without violation of applicable law. (i) To the extent, if any, that any of the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor, the Depositor shall use its best efforts to cause such documents to be furnished and such actions to be taken. (j) The Depositor shall payapply the net proceeds of the sale of the Notes that it receives in the manner set forth in the Prospectus under the caption “Use of Proceeds.” (k) As between the Depositor and the Underwriters, the Depositor shall pay or cause to be paid, paid all costs and expenses in connection with incident to the transactions herein contemplatedperformance of its obligations under this Agreement, includingincluding but not limited to (i) the printing and filing of the Registration Statement and Prospectus and the printing of the Basic Documents, but not limited toany expenses associated with the delivery of such documents, (ii) the preparation, issuance and delivery of the Notes to the Underwriters, (iii) the fees and disbursements of its counsel; the costs Depositor’s counsel and expenses accountants, (iv) the qualification of printing (or otherwise reproducing) the Notes under securities laws in accordance with the provisions of Section 5(h), including filing fees and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants counsel for the Depositor; the reasonable out of pocket costs and expenses Underwriters in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees therewith and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any blue sky or legal investment survey; , if any is requested, (v) the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of any blue sky or legal investment survey prepared in connection with the Preliminary ProspectusNotes, (vi) any fees charged by rating agencies for the rating of the Notes, (vii) the fees and expenses of the Insurer and its counsel, (viii) any fees and expenses of the Indenture Trustee or the Indenture Trustee’s counsel and the Owner Trustee and the Owner Trustee’s counsel incurred in connection with the transactions described herein and (ix) any fees and expenses associated with the registering the Notes with DTC, Clearstream Banking, société anonyme or the Euroclear System. (l) On or prior to the date of issuance of the Notes, the Term Sheet and Depositor will obtain the Prospectus as you may reasonably request; Policy issued by the fees Insurer for the benefit of the Rating Agencies that we hire to rate holders of the Registered Certificates; Notes. (m) The Depositor will file with the Commission, in accordance with the Rules and Regulations, tabular information concerning the reasonable fees and disbursements of counsel Mortgage Loans to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not extent that the information set forth in the preceding sentence Prospectus relates to a statistical cut-off date pool of mortgage loans and also to file with the Commission, in accordance with the Rules and Regulations, all ABS Informational and Computational Materials and Issuer Free Writing Prospectuses (as each is defined in Section 6 hereof) required to be filed within the applicable time periods allotted for such filing pursuant to the Rules and Regulations. (n) In connection with any ABS Informational and Computational Materials and Issuer Free Writing Prospectuses, the Sponsor will receive a letter from Deloitte & Touche LLP certified public accountants, satisfactory in form and substance to the Sponsor, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Sponsor, as a result of which they have determined that the information included in the ABS Informational and Computational Materials and Issuer Free Writing Prospectuses (if any), is accurate except as to such matters that are not deemed by the Sponsor to be material. The foregoing letter shall be obtained at the expense of the Sponsor. (o) The Depositor shall not be required to file (1) any Issuer Free Writing Prospectus, if the information included therein is included or incorporated by reference in a prospectus or Issuer Free Writing Prospectus previously filed with the Commission that relates to the offering of the Notes or (2) any Issuer Free Writing Prospectus or portion thereof that contains a description of the Notes or the offering of the Notes which does not reflect the final terms thereof. (p) In connection with the Pricing Free Writing Prospectus (including any Static Pool Data referred to therein that relates to information after December 31, 2005 (“Post December 31, 2005 Static Pool Data”)), the Underwriters shall have received, and in connection with the purchase Prospectus (including any post December 31, 2005 Static Pool Data), will receive, a letter from Deloitte & Touche LLP certified public accountants, satisfactory in form and sale substance to the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Registered Certificates. (f) To the extent Underwriters, as a result of which they have determined that the Pooling information included in the Pricing Free Writing Prospectus and Servicing Agreement provides the Prospectus, is accurate except as to such matters that are not deemed by the Underwriters are Underwriter to receive any notices or reports, or have any other rights thereunder, be material. The foregoing letter shall be obtained at the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights expense of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter: (a) The That immediately following the execution of each Terms Agreement, the Depositor shall prepare a Prospectus Supplement setting forth the amount of Securities covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Securities are to be purchased by the Underwriters from the Depositor, either the initial public offering price or the method by which the price at which such Securities are to be sold will not file any amendment to be determined, the Registration Statement (selling concessions and reallowances, if any, and such other than by reason information as the Representative and the Depositor deem appropriate in connection with the offering of Rule 429 under such Securities; provided, however, that the 1933 Act) or any Depositor shall make no amendment or supplement to the Preliminary Registration Statement affecting or relating to any material extent to the Securities of a Series to which this Underwriting Agreement relates, and shall make no amendment or supplement to the Prospectus or the Prospectus relating to or affecting Supplement without furnishing the Registered Certificates, unless the Depositor has furnished Representative with a copy to you for your review of the proposed form thereof and providing the Representative with a reasonable time period prior opportunity to filingreview the same, and will shall not file any such proposed amendment or supplement to which you the Representative shall reasonably object. Subject to the foregoing sentence; and, provided further, that the Depositor shall cause advise the Prospectus to be transmitted to Representative, promptly after it receives notice thereof, of the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of has been filed or becomes effective or any request by supplement to the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus Supplement or any amended Prospectus or Prospectus Supplement has been filed or mailed for any additional information in respect of the offering contemplated herebyfiling, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor Commission, of any notification with respect to the suspension of the qualification of the Registered Certificates Securities of a Series for offering or sale in any jurisdiction or jurisdiction, of the institution initiation or threatening of any proceeding for that any such purpose. The Depositor will use its best efforts to prevent , or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or the Prospectus Supplement or for additional information; and, in the event of the issuance of any such stop order or suspension andof any order preventing or suspending the use of any Prospectus or Prospectus Supplement relating to the Securities of a Series or suspending any such qualification, if issued, promptly shall use its best efforts to obtain as soon as possible the withdrawal thereofits withdrawal. (b) If, at That the Depositor shall cause any time when a prospectus relating Computational Materials and any Structural Term Sheets (each as defined herein) with respect to the Registered Certificates is required Securities of a Series that are delivered by an Underwriter to the Depositor pursuant to Section 10 to be delivered filed with the Commission on a Current Report on Form 8-K (an "ABS FILING") pursuant to Rule 13a-11 under the 1933 ActExchange Act on the business day immediately following the later of (i) the day on which such Computational Materials and Structural Term Sheets are delivered to counsel for the Depositor by an Underwriter prior to 1:00 p.m. New York time and (ii) the date on which the related Prospectus Supplement is first made available to the public. The Depositor shall cause any Collateral Term Sheet with respect to the Securities of a Series that is delivered by the Representative to the Depositor in accordance with the provisions of Section 11 to be filed with the Commission on an ABS Filing pursuant to Rule 13a-11 under the Exchange Act on the business day immediately following the day on which such Collateral Term Sheet is delivered to counsel for the Depositor by the Representative. Each such ABS Filing shall be incorporated by reference in the related Prospectus and the related Registration Statement. (c) To furnish to each Underwriter copies of the Registration Statement (one of which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus, Prospectus Supplement, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter may from time to time reasonably request; and, if the delivery of a Prospectus or Prospectus Supplement shall be at the time required by law in connection with sales of the Securities of a Series and either (i) any event occurs shall have occurred as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) Supplement would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading or if (ii) for any other reason it shall be necessary during such same period to amend or supplement the Registration Statement Prospectus or Prospectus Supplement, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus or Prospectus Supplement which will correct such statement or omission or effect such compliance, or if it is necessary at any time to amend or supplement the Prospectus or Prospectus Supplement to comply with the 1933 Act or the rules Rules and regulations thereunderRegulations, the Depositor shall will promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance andcompliance; provided, if however, that the Depositor will not be required to file any such amendment or supplement is with respect to any Computational Materials, Structural Term Sheets or Collateral Term Sheets incorporated by reference in the Prospectus other than any amendments or supplements of such Computational Materials or Structural Term Sheets that are furnished to the Depositor by the Underwriters pursuant to Section l0(c) hereof or any amendments or supplements of such Collateral Term Sheets that are furnished to the Depositor by the Underwriters pursuant to Section 11(c) hereof which are required to be contained filed in accordance therewith. (d) So long as any of the Securities of a post-effective amendment Series are outstanding, to furnish each Underwriter copies of all reports or other communications (financial or other) furnished to holders of such Securities, and to deliver to the Registration Statement, the Depositor shall use its best efforts to cause Underwriters during such amendment to the Registration Statement to be made effective same period (i) as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwritersthey are available, upon request and without charge, signed copies of any reports and financial statements furnished to or filed with the Registration Statement Commission and (including exhibits theretoii) such additional information concerning the business and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy financial condition of the Registration Statement (without exhibits thereto) and each Depositor as such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may from time to time reasonably request. (de) The Depositor shall furnish such information, execute such instruments and Promptly from time to time to take such action, if any, action as the Representative may be required reasonably request in order to qualify the Registered Certificates Securities of a Series for offering and sale under the securities laws of such jurisdictions states as you the Representative may designate request and will maintain to continue such qualifications in effect so long as required necessary under such laws for the distribution of the Registered Certificatessuch Securities; provided provided, that in connection therewith the Depositor shall not be required to qualify as a foreign corporation to do business in any jurisdiction where it is not now qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (ef) The Depositor shall payTo pay all expenses (other than fees of counsel for the Underwriters, or cause except as provided herein) incident to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, performance of the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing obligations under this Underwriting Agreement and the Registered Certificates; related Terms Agreement, including: (i) the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparationword processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (including exhibits thereto), ii) the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing reproduction of this Underwriting Agreement and the related Terms Agreement; (iii) the preparation, printing, issuance and delivery of the Securities of each Series to the Underwriters Underwriters; (iv) the fees and disbursements of such copies counsel and accountants for the Depositor; (v) the qualification of the Preliminary ProspectusSecurities of a Series under securities laws in accordance with the provisions of Section 5(e) hereof, the Term Sheet and the Prospectus as you may reasonably request; the including filing fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to for the Underwriters. The Underwriters shall be responsible for paying all other costs in connection therewith and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale preparation of the Registered Certificates.Blue Sky Survey; (fvi) To if requested by the extent that Representative, the Pooling determination of the eligibility of the Securities for investment and Servicing Agreement provides that the reasonable fees and disbursements of counsel for the Underwriters are in connection therewith and in connection with the preparation of the Legal Investment Memorandum; (vii) the printing and delivery to receive the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and Prospectus Supplement and any notices amendments or reportssupplements thereto; (viii) the printing and delivery to the Underwriters of copies of the Blue Sky Survey and, or have any other rights thereunderif requested by the Representative, the Depositor shall enforce Legal Investment Memorandum, if any; and (ix) the rights fees of any rating agency rating the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment Securities of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwritersa Series. (g) The Depositor shallTo file or cause to be filed with the Commission all reports required to be filed with respect to each Series pursuant to Sections 13(a), as to itself13(c), and as to the Trust Fund, shall cause the Trustee (14 or the Certificate Administrator on behalf 15(d) of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderExchange Act. (h) The Depositor So long as the Securities of a Series are outstanding, or until such time as each Underwriter shall take cease to maintain a secondary market in such Securities, whichever occurs first, to deliver to each Underwriter all reasonable action necessary statements and reports furnished to enable the Rating Agencies related Trustee or Servicer pursuant the applicable Agreement, as soon as such statements and reports are furnished to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix)such Trustee or Servicer. (i) The Depositor willFrom and after the related Closing Date, not to take any action inconsistent with the related Trust's ownership of the related Mortgage Loans other than as permitted by the applicable Agreement. (j) To the extent, if any, that the rating provided with respect to any Class of Securities of a Series by a rating agency or agencies that initially rate such Securities is conditional upon the furnishing of documents or the taking of any other actions by the Depositor, to furnish such documents and take any such other actions. (k) That during the period when a prospectus is required by law to be delivered in connection with the sale of the Securities of a Series pursuant to reasonable procedures developed in good faiththis Underwriting Agreement and the related Terms Agreement, retain copies the Depositor will file, or cause the related Trustee to file on behalf of each Issuer Free Writing Prospectus the related Trust, on a timely and complete basis, all documents that is not are required to be filed by such Trust with the Commission in accordance with Rule 433 under pursuant to Sections 13, 14 or 15(d) of the 1933 Exchange Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters participating in the offering of the applicable Series of Notes that: (a) The Immediately following the execution of the Terms Agreement, the Depositor will prepare a supplement to the Base Prospectus setting forth the amount of Notes of the related Series covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the price at which such Notes are to be purchased by the Underwriters, from the Depositor, either the initial public offering price or the method by which the price at which such Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Representative and the Depositor deem appropriate in connection with the offering of such Notes, but the Depositor will not file file, for so long as the delivery of a Prospectus is required in connection with the offering or sale of such Notes, any amendments to the Registration Statement as in effect with respect to such Notes, or any amendments or supplements to the related Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, or if the Representative shall have reasonably objected thereto promptly after receipt thereof, the Depositor will, during such period, immediately advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) has become or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, will become effective and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request order or communications suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on authority administering any state securities or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by Blue Sky law, as soon as the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor is advised thereof, and will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, communication and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (b) If, at any time when a prospectus Prospectus relating to the Registered Certificates Notes of the related Series is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules Rules and regulations thereunderRegulations, the Depositor shall will promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance andcompliance; provided, if however, that the Depositor will not be required to file any such amendment or supplement is with respect to any Computational Materials, Structural Term Sheets (each as defined in Section 8 below) or Collateral Term Sheets (as defined in Section 9 below) incorporated by reference in the Prospectus other than any amendments or supplements of such Computational Materials or Structural Term Sheets that are furnished to the Depositor by the Underwriters pursuant to Section 8(a) hereof or any amendments or supplements of such Collateral Term Sheets that are furnished to the Depositor by the Underwriters pursuant to Section 9(a) hereof which are required to be contained filed in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possibleaccordance therewith. (c) The Depositor shall furnish will cause any Computational Materials and any Structural Term Sheets with respect to you the Notes of a Series that are delivered by the Representative to the Depositor pursuant to Section 8 to be filed with the Commission on a Current Report on Form 8-K (a “Current Report”) pursuant to Rule 13a-11 under the Exchange Act in accordance with Section 10 on the business day immediately following the date on which the related Terms Agreement is executed and delivered. The Depositor will cause any Collateral Term Sheet with respect to the offered Notes of a Series that is delivered by the Representative to the Depositor in accordance with the provisions of Section 9 to be filed with the Commission on a Current Report pursuant to Rule 13a-11 under the Exchange Act in accordance with Section 10 on the business day immediately following the day on which such Collateral Term Sheet is delivered to counsel for the UnderwritersDepositor by an Underwriter prior to 10:30 a.m. New York time. In addition, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or if at any time prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing availability of the related Prospectus, the Representative has delivered to any prospective investor a copy subsequent Collateral Term Sheet that reflects, in the reasonable judgment of the Registration Statement (without exhibits thereto) Representative and each the Depositor, a material change in the characteristics of the Mortgage Loans for the related Series from those on which a Collateral Term Sheet with respect to the related Series previously filed with the Commission was based, the Depositor will cause any such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required Collateral Term Sheet that is delivered by the 1933 Act, as many copies Representative to the Depositor in accordance with the provisions of Section 9 hereof to be filed with the Preliminary Commission on a Current Report in accordance with Section 10. Each such Current Report shall be incorporated by reference in the related Prospectus and the Prospectus related Registration Statement. No Underwriter, other than the Representative, shall prepare Computational Materials, Structural Term Sheets or Collateral Term Sheets, and any amendments and supplements thereto as you may reasonably requesteach Underwriter hereby agrees only to deliver to prospective investors those Computational Materials, Structural Term Sheets or Collateral Term Sheets prepared by the Representative. (d) The Depositor shall will cause the Trust Administrator to furnish or make available, within a reasonable time after the end of each calendar year, to each holder of a Note (each, a “Noteholder”) at any time during such informationyear, execute such instruments information as the Depositor deems necessary or desirable to assist Noteholders in preparing their federal income tax returns. (e) The Depositor will furnish to the Representative copies of the Registration Statement (two of which will be signed and take will include all documents and exhibits thereto or incorporated by reference therein), each related preliminary prospectus, the Prospectus and all amendments and supplements to such actiondocuments relating to the Notes of the related Series, if anyin each case as soon as available, but in no event later than five business days after signing the related Terms Agreement, and in such quantities as may be required to qualify the Registered Certificates Representative reasonably requests. (f) The Depositor will arrange for the qualification of the Notes of the related Series for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you may designate the Representative designates and will maintain continue such qualifications in effect so long as required for the distribution of the Registered CertificatesNotes; provided provided, however, that neither the Depositor nor the Trust shall not be required to qualify to do business in any jurisdiction where it is now not now qualified or to take any action that which would subject it to general or unlimited service of process in any jurisdiction where in which it is now not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shallwill, while the Notes of a Series are outstanding furnish to the Representative, and upon request of each other Underwriter, information with respect to the related Trust or the Mortgage Loans included in the related mortgage pool, as the Representative or any such Underwriter may reasonably request, including but not limited to itself, and as information necessary or appropriate to the Trust Fund, shall cause maintenance of a secondary market in the Trustee (or the Certificate Administrator on behalf Notes of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereundersuch Series. (h) The Depositor shall take will pay all reasonable action necessary expenses incident to enable the Rating Agencies to provide their respective credit ratings performance of its obligations under this Agreement and the Terms Agreement and will reimburse the Underwriters for any expenses (including fees and disbursements of its counsel) incurred by them in connection with the offering and the qualification of the Registered Certificates related Series of Notes and determination of their eligibility for investment under the laws of such jurisdictions as described the Representative may designate and the reproduction of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Notes and, to the extent previously agreed upon with the Representative, the expenses incurred in Section 1(a)(xix)distributing any preliminary prospectuses, the Prospectus or any amendments or supplements thereto to the Underwriters. (i) The Depositor will, During the period when a Prospectus is required by law to be delivered in connection with the sale of Notes of a related Series pursuant to reasonable procedures developed in good faiththis Agreement, retain copies the Depositor will file, or cause the Trust Administrator to file on behalf of each Issuer Free Writing Prospectus the related Trust, on a timely and complete basis, all documents that is not filed are required by the related Trust with the Commission in accordance with Rule 433 under pursuant to Sections 13, 14 or 15(d) of the 1933 Exchange Act. (j) The Depositor will prepare, or cause to be prepared, and file, or cause to be filed such tax returns and take such actions, all on a timely basis, as is required to maintain the Notes as debt status for tax purposes.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 0000 Xxx) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall will cause each of the Base Prospectus and the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4, the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (e) The Depositor will furnish to you the Underwriters and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which that shall become effective on or prior to the Closing Date, Date and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of during the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 ActProspectus Delivery Period, as many copies of the Preliminary Base Prospectus and the Prospectus Supplement and any amendments and supplements thereto as you the Underwriters may reasonably request. Prior to the date on which the Base Prospectus and the Prospectus Supplement are available, the Depositor will furnish to the Underwriters and each counsel for the Underwriters, without charge as many copies of the Transaction FWP and each Issuer Free Writing Prospectus as the Underwriters may reasonably request. (df) The Depositor shall will furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Offered Certificates for sale under the laws of such jurisdictions as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Offered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Offered Certificates in the manner specified in the Prospectus under “USE OF PROCEEDS.” (h) Whether or not the transactions contemplated in the PSA are consummated or this Agreement is terminated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, all including, without limitation, (i) the fees, disbursements and expenses of the Depositor’s counsel and accountants in connection with the purchase and transfer of the Mortgage Loans and the issuance and sale of the Offered Certificates, (ii) the costs and expenses of preparing and delivering the PSA, the MLPAs and the other transaction documents to the parties thereto, (iii) the fees, costs and expenses of the Trustee, the Custodian and the Certificate Administrator (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts thereunder), (iv) all fees and expenses incurred in connection with the registration and delivery of the Offered Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (v) the costs and expenses of printing (or otherwise reproducing) producing any “blue sky” memorandum in connection with the offer and delivering sale of the Pooling Offered Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Offered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f), including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the “blue sky” memorandum, (vi) the cost of printing the Offered Certificates, (vii) all costs and expenses related to the transfer and delivery of the Offered Certificates to the Underwriters. The Underwriters shall be responsible for paying , including any transfer or other taxes payable thereon, (viii) the upfront costs and charges of any custodian, transfer agent, registrar or depository (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts pursuant to an agreement executed in connection with the issuance of the Certificates), (ix) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Offered Certificates; and (x) all other costs and expenses incurred incident to the performance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in Section 7 or as otherwise agreed to by them the parties, the Underwriters will pay all of their costs and not set forth expenses, including fees and disbursements of their counsel. (i) The Depositor shall obtain a letter from a nationally recognized certified public accounting firm (reasonably satisfactory to the Underwriters), satisfactory in form and substance to the Depositor and the Underwriters, to the effect that such accounting firm has performed certain specified procedures, all of which have been agreed to by the Depositor and the Underwriters, as a result of which it has determined that the information included in the preceding sentence Time of Sale Information and the Prospectus Supplement that such accounting firm has examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Depositor or the Underwriters to be material. (j) The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reportsoffering, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required including in acting pursuant to the terms of the Pooling this Agreement, has acted and Servicing Agreement to, satisfy is acting as an independent contractor and comply with all reporting requirements of the 1934 Act not as a fiduciary and the rules and regulations thereunderDepositor does not intend such Underwriter to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (ik) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus or any materials used in a Road Show (as defined in Rule 433 of the 0000 Xxx) that is are required to be retained by the Depositor pursuant to the 1933 Act, to the extent not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters that: (a) The Depositor will not file any amendment to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Base Prospectus relating to or affecting the Registered Underwritten Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filing, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus Supplement to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus Supplement shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus Supplement or for any additional information in respect of the offering contemplated hereby, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Underwritten Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Registered Underwritten Certificates is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (Prospectus, as then amended or supplemented) or the Prospectus (as then amended or supplemented) , would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary FWP, the Prospectus Supplement and the Base Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Underwritten Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Underwritten Certificates; provided provided, that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Underwritten Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Underwritten Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Underwritten Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Base Prospectus, the Preliminary ProspectusFWP, the Preliminary Collateral Term Sheet, the Term Sheet, Computational Material the Annex A FWP, each other Free Writing Prospectus and the ProspectusProspectus Supplement, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Base Prospectus, the Preliminary FWP, the Preliminary Collateral Term Sheet Sheet, the Term Sheet, the Annex A FWP, each other Free Writing Prospectus and the Prospectus Supplement as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Underwritten Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and the Depositor, or pursuant to the Pooling and Servicing Agreement the Trustee, will be required to, as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Underwritten Certificates as described in Section 1(a)(xix1(a)(xv). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thatas follows: (a) The Depositor will To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not file later than the Commission's close of business on the second business day following the availability of the Prospectus to the Underwriters and to make no further amendment or any amendment supplement to the Registration Statement (other than by reason of Rule 429 under the 1933 Act) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless the Depositor has furnished a copy to you for your review a reasonable time period prior to filingthe Closing Date except as permitted herein; to advise the Underwriters, and will not file any such proposed amendment or supplement to which you reasonably object. Subject to promptly after it receives notice thereof, of the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. The Depositor promptly will advise you or counsel for the Underwriters (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of has been filed or becomes effective prior to the Closing Date or any request by the Commission supplement to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional amended Prospectus has been filed prior to the Closing Date and to furnish the Underwriters with copies thereof, to file promptly all reports and any definitive proxy or information in respect statements required to be filed by the Depositor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, for so long as the delivery of a prospectus is required in connection with the offering contemplated hereby, (iv) or sale of the Notes to advise the Underwriters promptly of its receipt of notice of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of: (i) any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus or the institution or threatening of any proceeding for that purpose and Prospectus; (vii) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Notes for offering or sale in any jurisdiction jurisdiction; (iii) the initiation of or the institution or threatening threat of any proceeding for that any such purpose; (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. The In the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, the Depositor will promptly shall use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereofof such order by the Commission. (b) IfTo furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) each Preliminary Prospectus, if any, the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time when a prospectus relating to in connection with the Registered Certificates is required to be delivered under offering or sale of the 1933 ActNotes, and if at such time any event occurs events shall have occurred as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Depositor shall notify the Underwriters and, upon the request of the Representative, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to comply with the 1933 Act Prospectus that may, in the judgment of the Depositor or the rules and regulations thereunderRepresentative, the Depositor shall promptly prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of Securities Act or requested by the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably request. (d) The Depositor shall furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Certificates for sale under the laws of such jurisdictions as you may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processCommission. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reports, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunder. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). will (i) The cause any Computational Materials or any Structural Term Sheet (each as defined below in this subsection) with respect to the Notes which are delivered by the Underwriters to the Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not be filed with the Commission in accordance with on Additional Materials 8-K (as defined below) (A) at or before the time of filing of the Prospectus pursuant to Rule 433 424(b) under the 1933 ActSecurities Act in the case of Computational Materials or any Structural Term Sheets provided to investors prior to the availability of such Prospectus, and (B) within two business days of first use in the case of Computational Materials or any Structural Term Sheet provided to investors subsequent to the availability of, but before the sending or giving of, such Prospectus and (ii) cause any Collateral Term Sheet (as defined below in this subsection) with respect to the Notes which are delivered by the Underwriters to the Depositor to be filed with the Commission on an Additional Materials 8-K within two business days after the date on which the Representative advises the Depositor that such Collateral Term Sheet was first used; provided, however, that the Depositor shall have no obligation to file any materials which, in the reasonable determination of the Depositor after consultation with the Representative, (x) are not required to be filed pursuant to the Xxxxxx Letters and/or the PSA Letter (each as defined below) or (y) contain any erroneous information or untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Depositor shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any Computational Materials, Structural Term Sheets or Collateral Term Sheets provided by the Underwriters to the Depositor as aforesaid. For purposes of this subsection (e), (1) the term "Computational Materials" shall mean those materials which constitute "computational materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I and certain affiliates and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters") and the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance to the Public Securities Association (the "PSA Letter") for which the filing of such material on an Additional Materials 8-K is a condition of the relief granted in such letters, (2) the terms "Structural Term Sheet" and "Collateral Term Sheet" shall mean those materials which constitute "structural term sheets" and "collateral term sheets" within the meaning of the PSA Letter for which the filing of such material on an Additional Materials 8-K is a condition of the relief granted in such letter and (3) the term "Additional Materials 8-K" shall mean a Current Report on Form 8-K used to file Computational Materials, Structural Term Sheets and/or Collateral Term Sheets.

Covenants of the Depositor. The In further consideration of the agreements of the Underwriters contained in the Underwriting Agreement, the Depositor covenants and agrees with the Underwriters thatas follows: (a) The To furnish the Representative, without charge, copies of the Registration Statement and any amendments thereto including exhibits and as many copies of the Prospectus and any supplements and amendments thereto as the Representative may from time to time reasonably request. (b) Immediately following the execution of the Underwriting Agreement, the Depositor will prepare a prospectus supplement setting forth the principal amount, notional amount or stated amount, as applicable, of Offered Securities covered thereby, the price at which the Offered Securities are to be purchased by the Underwriters from the Depositor, either the initial public offering price or prices or the method by which the price or prices at which the Offered Securities are to be sold will be determined, the selling concessions and reallowances, if any, any delayed delivery arrangements, and such other information as the Representative and the Depositor deem appropriate in connection with the offering of the Offered Securities, but the Depositor will not file any amendment to the Registration Statement (other than by reason or any supplement to the Prospectus of Rule 429 which the Representative shall not previously have been advised and furnished with a copy a reasonable time prior to the proposed filing or to which the Representative shall have reasonably objected. The Depositor will use its best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the 1933 Act) or any amendment or supplement , the Depositor will comply so far as it is able with all requirements imposed upon it by the 1933 Act and the rules and regulations thereunder to the Preliminary Prospectus extent necessary to permit the continuance of sales or Prospectus relating to or affecting of dealings in the Registered CertificatesOffered Securities in accordance with the provisions hereof and of the Prospectus, unless and the Depositor has furnished a copy will prepare and file with the Commission, promptly upon request by the Representative, any amendments to you for your review a reasonable time period prior the Registration Statement or supplements to filingthe Prospectus which may be necessary or advisable in connection with the distribution of the Offered Securities by the Underwriters, and will not file any such proposed amendment or supplement use its best efforts to which you reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus same to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424become effective as promptly as possible. The Depositor promptly will advise you or counsel for the Underwriters (i) when Representative, promptly after it receives notice thereof, of the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) time when any amendment to the Registration Statement shall have become effective, (iii) of or any request by the Commission to amend the amended Registration Statement has become effective or amend or any supplement the Preliminary Prospectus or to the Prospectus or for any additional information in respect of amended Prospectus has been filed. The Depositor will advise the offering contemplated herebyRepresentative, (iv) promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior to the Closing Date or order preventing or suspending the use of the Preliminary Prospectus Prospectus, or the Prospectus or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates Offered Securities for offering or sale in any jurisdiction jurisdiction, or of the institution initiation or threatening of any proceeding for that any such purpose. The , or of any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and the Depositor will use its best efforts to prevent the issuance of any such stop order or suspension andany order suspending any such qualification, and if any such order is issued, to obtain the lifting thereof as soon promptly as possible the withdrawal thereofpossible. (bc) If, at any time when a prospectus relating to the Registered Certificates Offered Securities is required to be delivered under the 1933 Act, any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be is necessary for any other reason to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or Act, to promptly notify the rules Representative thereof and regulations thereunder, the Depositor shall promptly upon their request to prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5's own expense, an amendment or supplement that which will correct such statement or omission or an any amendment that which will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall use its best efforts to cause such amendment to the Registration Statement to be made effective as soon as possible. (c) The Depositor shall furnish to you and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date, and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as you may reasonably requestcompliance. (d) The During the period when a prospectus is required by law to be delivered in connection with the sale of the Offered Securities pursuant to the Underwriting Agreement, the Depositor shall furnish such informationwill file, execute such instruments on a timely and take such actioncomplete basis, if any, as may be all documents that are required to be filed by the Depositor with the Commission pursuant to Sections 13, 14, or 15(d) of the 1934 Act. (e) To qualify the Registered Certificates Offered Securities for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as you the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Registered Certificates; provided that in connection therewith the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of process. (e) The Depositor shall pay, or cause to be paid, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to, the fees and disbursements of its counsel; the costs and expenses of printing (or otherwise reproducing) and delivering the Pooling and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and expenses in connection with the qualification or exemption of the Registered Certificates under state securities or “Blue Sky” laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel to the Underwriters. The Underwriters shall be responsible for paying all other costs and expenses incurred by them and not set forth in the preceding sentence in connection with the purchase and sale of the Registered Certificatesjurisdiction. (f) To make generally available to the extent that Depositor's security holders, as soon as practicable, but in any event not later than eighteen months after the Pooling date on which the filing of the Prospectus, as amended or supplemented, pursuant to Rule 424 under the 1933 Act first occurs, an earnings statement of the Depositor covering a twelve-month period beginning after the date of the Underwriting Agreement, which shall satisfy the provisions of Section 11(a) of the 1933 Act and Servicing Agreement provides that the Underwriters are applicable rules and regulations of the Commission thereunder (including, at the option of the Depositor, Rule 158). (g) For so long as any of the Offered Securities remain outstanding, to receive furnish to the Representative upon request in writing copies of such financial statements and other periodic and special reports as the Depositor may from time to time distribute generally to its creditors or the holders of the Offered Securities and to furnish to the Representative copies of each annual or other report the Depositor shall be required to file with the Commission. (h) For so long as any notices or reports, or have any other rights thereunderof the Offered Securities remain outstanding, the Depositor shall enforce will, or will cause the rights Servicer to, furnish to the Representative, as soon as available, a copy of (i) the Underwriters annual statement of compliance delivered by the Servicer to the Trustee under the Pooling and Servicing Agreement and shall not consent Agreement, (ii) the annual independent public accountants' servicing report furnished to any amendment of the Trustee pursuant to the Pooling and Servicing Agreement that would adversely affect such rights of Agreement, (iii) each report regarding the Underwriters. (g) The Depositor shall, as Offered Securities mailed to itselfthe holders thereof, and (iv) from time to time, such other information concerning such securities as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required pursuant to the terms of the Pooling and Servicing Agreement to, satisfy and comply with all reporting requirements of the 1934 Act and the rules and regulations thereunderRepresentative may reasonably request. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (i) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.

Covenants of the Depositor. The Depositor covenants and agrees with the Underwriters thateach Underwriter as follows: (a) The Depositor will not give each of the Underwriters prior written notice of its intention to prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus or to file or prepare (i) any amendment to the Registration Statement at any time prior to the Closing Date or (other than by reason of Rule 429 under the 1933 Actii) or any amendment or supplement to the Preliminary Prospectus or Prospectus relating to or affecting the Registered Certificates, unless (including any revised prospectus that the Depositor has furnished proposes for use by the Underwriters in connection with the offering of the Offered Certificates and that differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) under the 0000 Xxx) at any time during the period during which a copy prospectus is required to you for your review be delivered to purchasers of the Offered Certificates under the 1933 Act (the “Prospectus Delivery Period”), and the Depositor will furnish the Underwriters with copies of any such Issuer Free Writing Prospectus, amendment or supplement a reasonable amount of time period prior to filingsuch proposed filing or use, as the case may be, and will not prepare, use, authorize, approve, refer to or file any such proposed Issuer Free Writing Prospectus or file any such amendment or supplement or use any such prospectus to which you the Underwriters shall reasonably object. Subject to the foregoing sentence, the Depositor shall cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act or shall cause the Prospectus to be filed with the Commission pursuant to said Rule 424. . (b) The Depositor will promptly will advise you or counsel for the Underwriters give each Underwriter written notice of (i) when the Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have has become effectiveeffective (subject to paragraph (a) of this Section 5), (iiiii) of any request by the Commission to amend for any amendment of the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus or for any additional information in respect relating to the Depositor or the Offered Certificates, (iii) any written notification received by the Depositor of suspension of qualification of the offering contemplated hereby, Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto which shall have become effective on or prior the institution or, to the Closing Date or preventing or suspending the use knowledge of the Preliminary Prospectus or the Prospectus or the institution or Depositor, threatening of any proceeding for that purpose and (v) of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Registered Certificates for sale in any jurisdiction or the institution or threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (bc) If, at any time when a prospectus relating to during the Registered Certificates is required to be delivered under the 1933 Act, Prospectus Delivery Period any event occurs as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act or the rules and regulations thereunderunder the 1933 Act, the Depositor shall promptly will prepare and file with the Commission, at the expense of the Depositor, subject to paragraph (a) of this Section 5, Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, the Depositor shall will use its best efforts to cause such amendment to of the Registration Statement to be made effective as soon as possible. (cd) The Depositor shall will cause each of the Base Prospectus and the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. Subject to Section 4, the Depositor will cause the Issuer Free Writing Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act by means reasonably calculated to result in filing with the Commission pursuant to said rule. (e) The Depositor will furnish to you the Underwriters and to counsel for the Underwriters, upon request and without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which that shall become effective on or prior to the Closing Date, Date and, upon request, to each other Underwriter, each Issuer Free Writing Prospectus, a copy of during the Registration Statement (without exhibits thereto) and each such amendment and supplement thereto and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 ActProspectus Delivery Period, as many copies of the Preliminary Base Prospectus and the Prospectus Supplement and any amendments and supplements thereto as you the Underwriters may reasonably request. Prior to the date on which the Base Prospectus and the Prospectus Supplement are available, the Depositor will furnish to the Underwriters and each counsel for the Underwriters, without charge as many copies of the Preliminary FWP and each Issuer Free Writing Prospectus as the Underwriters may reasonably request. (df) The Depositor shall will furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Registered Offered Certificates for sale under the laws of such jurisdictions as you the Underwriters may reasonably designate and will maintain such qualifications qualification in effect so long as required for the initial distribution of the Registered Offered Certificates; provided provided, however, that the Depositor shall not be required obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action that would subject it file a general consent to general or unlimited service of process in any jurisdiction where it is not now subject to such service of processjurisdiction. (eg) The Depositor shall paywill use the net proceeds received by it from the sale of the Offered Certificates in the manner specified in the Prospectus under “USE OF PROCEEDS.” (h) Whether or not the transactions contemplated in the PSA are consummated or this Agreement is terminated, the Depositor will pay or cause to be paidpaid all expenses incident to the performance of the obligations of the Depositor under this Agreement, all including, without limitation, (i) the fees, disbursements and expenses of the Depositor’s counsel and accountants in connection with the purchase and transfer of the Mortgage Loans and the issuance and sale of the Offered Certificates, (ii) the costs and expenses of preparing and delivering the PSA, the MLPAs and the other transaction documents to the parties thereto, (iii) the fees, costs and expenses of the Trustee, the Custodian and the Certificate Administrator (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts thereunder), (iv) all fees and expenses incurred in connection with the registration and delivery of the Offered Certificates under the 1933 Act, and all other fees or expenses in connection with the transactions herein contemplated, including, but not limited topreparation and filing of the Registration Statement, the fees Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and disbursements amendments and supplements to any of its counsel; the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities specified above, (v) the costs and expenses of printing (or otherwise reproducing) producing any “blue sky” memorandum in connection with the offer and delivering sale of the Pooling Offered Certificates under state securities laws and Servicing Agreement and the Registered Certificates; the fees and disbursements of accountants for the Depositor; the reasonable out of pocket costs and all expenses in connection with the qualification or exemption of the Registered Offered Certificates for the offer and sale under state securities or “Blue Sky” lawslaws as provided in Section 5(f), including filing fees and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any “Blue Sky” survey and in connection with any determination of the eligibility of the Registered Certificates for investment by institutional investors and the preparation of any legal investment survey; the expenses of printing any such “Blue Sky” survey and legal investment survey; the cost and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Preliminary Prospectus, the Term Sheet, Computational Material and the Prospectus, the preparation and printing of this Agreement and the delivery to the Underwriters of such copies of the Preliminary Prospectus, the Term Sheet and the Prospectus as you may reasonably request; the fees of the Rating Agencies that we hire to rate the Registered Certificates; and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the “blue sky” memorandum, (vi) the cost of printing the Offered Certificates, (vii) all costs and expenses related to the transfer and delivery of the Offered Certificates to the Underwriters. The Underwriters shall be responsible for paying , including any transfer or other taxes payable thereon, (viii) the upfront costs and charges of any custodian, transfer agent, registrar or depository (to the extent not otherwise payable under the PSA, and except to the extent that another party is obligated to pay such amounts pursuant to an agreement executed in connection with the issuance of the Certificates), (ix) the fees and expenses of the rating agencies incurred in connection with the issuance and sale of the Offered Certificates; and (x) all other costs and expenses incurred incident to the performance of the obligations of the Depositor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in Section 7 or as otherwise agreed to by them the parties, the Underwriters will pay all of their costs and not set forth expenses, including fees and disbursements of their counsel. (i) The Depositor shall obtain a letter from a nationally recognized certified public accounting firm (reasonably satisfactory to the Underwriters), satisfactory in form and substance to the Depositor and the Underwriters, to the effect that such accounting firm has performed certain specified procedures, all of which have been agreed to by the Depositor and the Underwriters, as a result of which it has determined that the information included in the preceding sentence Time of Sale Information and the Prospectus Supplement that such accounting firm has examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Depositor or the Underwriters to be material. (j) The Depositor acknowledges and agrees that each Underwriter in providing investment banking services to the Depositor in connection with the purchase and sale of the Registered Certificates. (f) To the extent that the Pooling and Servicing Agreement provides that the Underwriters are to receive any notices or reportsoffering, or have any other rights thereunder, the Depositor shall enforce the rights of the Underwriters under the Pooling and Servicing Agreement and shall not consent to any amendment of the Pooling and Servicing Agreement that would adversely affect such rights of the Underwriters. (g) The Depositor shall, as to itself, and as to the Trust Fund, shall cause the Trustee (or the Certificate Administrator on behalf of the Trustee) to be required including in acting pursuant to the terms of the Pooling this Agreement, has acted and Servicing Agreement to, satisfy is acting as an independent contractor and comply with all reporting requirements of the 1934 Act not as a fiduciary and the rules and regulations thereunderDepositor does not intend such Underwriter to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. (h) The Depositor shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Registered Certificates as described in Section 1(a)(xix). (ik) The Depositor will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus or any materials used in a Road Show (as defined in Rule 433 of the 0000 Xxx) that is are required to be retained by the Depositor pursuant to the 1933 Act, to the extent not filed with the Commission in accordance with Rule 433 under the 1933 Act.