Common use of Representations and Warranties of the Depositor and the Seller Clause in Contracts

Representations and Warranties of the Depositor and the Seller. (a) The Depositor represents and warrants to and agrees with the Underwriters that as of the date hereof and as of the Closing Date: (i) A Registration Statement on Form S-3 (No. 333-[ ]) relating to the Underwritten Securities has (i) been prepared by the Depositor in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective and is still effective as of the date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. Such Registration Statement, as of its effective date, and each amendment thereto to the date of this Agreement, as of its effective date, including all exhibits thereto, is hereinafter called the “Registration Statement.” The Depositor proposes to prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus dated [ ], 200[ ] (the “Base Prospectus”), a preliminary prospectus supplement dated [ ], 200[ ], relating to the Underwritten Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated [ ], 200[ ], relating to the Underwritten Securities (the “Prospectus Supplement”). The Base Prospectus and the Preliminary Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Preliminary Prospectus,” and the Base Prospectus and the Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Final Prospectus.” Each of the Preliminary Prospectus and the Final Prospectus is referred to herein as a “Prospectus.” References made herein to a Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus, and any reference to any amendment or supplement to the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the Final Prospectus and incorporated by reference in the Final Prospectus, and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Final Prospectus or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Depositor’s knowledge, threatened by the Commission. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. (ii) The Registration Statement, the Preliminary Prospectus and the Final Prospectus conform, and any further amendments or supplements to the Registration Statement or the Final Prospectus will conform when they become effective or are filed with the Commission, as the case may be, in all material respects to the requirements of the Securities Act and the Regulations. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement, did not contain an 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. The Preliminary Prospectus, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to (i) information omitted from the Preliminary Prospectus but included in the Final Prospectus or (ii) information contained in or omitted from the Registration Statement or either Prospectus in reliance upon and in conformity with written information furnished to the Depositor in writing by any Underwriter through the Representative expressly for use therein, as specified on Exhibit A hereto (the “Underwriters’ Information”). The Final Prospectus and the Designated Static Pool Information, taken together, as of the date of the Final Prospectus, and as amended or supplemented as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Final Prospectus in reliance upon and in conformity with the Underwriters’ Information. “

Representations and Warranties of the Depositor and the Seller. (a) The Depositor represents and warrants to and agrees with the Underwriters that as of the date hereof and as of the Closing Date: (i) A Registration Statement on Form S-3 (No. 333-[ ]333-131460) relating to the Underwritten Securities has (i) been prepared by the Depositor in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective and is still effective as of the date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. Such Registration Statement, as of its effective date, and each amendment thereto to the date of this Agreement, as of its effective date, including all exhibits thereto, is hereinafter called the “Registration Statement.” The Depositor proposes to prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus dated [ ]December 7, 200[ ] 2006 (the “Base Prospectus”), a preliminary prospectus supplement dated [ ]December 7, 200[ ]2006, relating to the Underwritten Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated [ ]December 12, 200[ ]2006, relating to the Underwritten Securities (the “Prospectus Supplement”). The Base Prospectus and the Preliminary Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Preliminary Prospectus,” and the Base Prospectus and the Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Final Prospectus.” Each of the Preliminary Prospectus and the Final Prospectus is referred to herein as a “Prospectus.” References made herein to a Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus, and any reference to any amendment or supplement to the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the Final Prospectus and incorporated by reference in the Final Prospectus, and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Final Prospectus or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Depositor’s knowledge, threatened by the Commission. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. (ii) The Registration Statement, the Preliminary Prospectus and the Final Prospectus conform, and any further amendments or supplements to the Registration Statement or the Final Prospectus will conform when they become effective or are filed with the Commission, as the case may be, in all material respects to the requirements of the Securities Act and the Regulations. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement, did not contain an 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. The Preliminary Prospectus, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to (i) information omitted from the Preliminary Prospectus but included in the Final Prospectus or (ii) information contained in or omitted from the Registration Statement or either Prospectus in reliance upon and in conformity with written information furnished to the Depositor in writing by any Underwriter through the Representative expressly for use therein, as specified on Exhibit A hereto (the “Underwriters’ Information”). The Final Prospectus and the Designated Static Pool Information, taken together, as of the date of the Final Prospectus, and as amended or supplemented as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Final Prospectus in reliance upon and in conformity with the Underwriters’ Information. “Designated Static Pool Information” shall mean the static pool information referred to in the Preliminary Prospectus and the Final Prospectus under the caption “Static Pool Information” but deemed to be excluded from the Registration Statement and the Prospectus pursuant to Item 1105(d) of Regulation AB under the Securities Act.

Representations and Warranties of the Depositor and the Seller. (a) The Depositor represents and warrants to and agrees with the Underwriters that as of the date hereof and as of the Closing Datethat: (i) A Registration Statement on Form S-3 The Depositor has filed with the Securities and Exchange Commission (the “Commission”), a registration statement (No. 333-[ ]333-120706) on Form S-3, including a prospectus, relating to the Underwritten Securities Notes, which has become effective. Such registration statement and any exhibits thereto, as amended as of the date of this Agreement, is hereinafter referred to as the “Registration Statement,” and the prospectus (iincluding the prospectus supplement) been prepared by included in such Registration Statement, as supplemented to reflect the Depositor in conformity terms of the Notes as first filed with the requirements Commission after the date of this Agreement pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective and is still effective as of the date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. Such Registration Statement, as of its effective date, and each amendment thereto to the date of this Agreement, as of its effective date, including all exhibits thereto), is hereinafter called referred to as the “Registration Statement.Prospectus” The Depositor proposes to prepare and file or, with the Commission pursuant to Rule 424 under the Securities Act a final prospectus dated [ ], 200[ ] (the “Base Prospectus”), a preliminary prospectus supplement dated [ ], 200[ ], relating respect to the Underwritten Securities (the “Preliminary Prospectus Supplement”) and a final such prospectus supplement dated [ ]supplement, 200[ ], relating to the Underwritten Securities (the “Prospectus Supplement”). The Base Prospectus and the Preliminary Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Preliminary Prospectus,” and the Base Prospectus and the Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Final Prospectus.” Each of the Preliminary Prospectus and the Final Prospectus is referred to herein as a “Prospectus.” References Reference made herein to a the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the date of such the Prospectus, and any reference to any amendment or supplement to the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) after the date of the Final Prospectus and incorporated by reference in the Final Prospectus, ; and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission with respect to the Trust pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Prospectus that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending . (ii) On the use effective date of the Final Registration Statement, such Registration Statement conformed in all respects to the requirements of the Act and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) and did not 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 not misleading. On the date of this Agreement, the Registration Statement conforms, and at the time of the filing of the Prospectus or the effectiveness of in accordance with Rule 424(b), the Registration Statement and no proceedings for such purpose are pending or, the Prospectus and any further amendments or supplements to the Depositor’s knowledgeRegistration Statement or the Prospectus will, threatened by when they become effective or are filed with the Commission, conform in all respects to the requirements of the Act and the Rules and Regulations, and the Registration Statement as of the effective date thereof and any amendment thereto, did not contain any untrue statement of a material fact or omit to state any material fact therein or necessary to make the statements therein not misleading and the Prospectus, as of its date, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. There are no contracts or documents of the Depositor that which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration StatementProspectus. The conditions foregoing does not apply to statements in or omissions from any of such documents based upon (i) written information furnished to the Depositor by any Underwriter specifically for use therein, it being understood that the only such information consists of the Underwriters’ Information (as defined in Section 2(c)) or (ii) the Derived Information (as defined in Section 7 below) contained in the Current Report (as defined in Section 5(o) below) or in any amendment thereof or supplement thereto, incorporated by reference in such Registration Statement or such Prospectus (or any amendment thereof or supplement thereto). (iii) The Notes meet the requirements for the public offering thereof to be registered on Form S-3S-3 under the Act. (iv) Since the respective dates as of which information is given in the Prospectus, there has not been any material adverse change in the general affairs, management, financial condition, or results of operations of the Depositor, otherwise than as set forth or contemplated in the General Instructions theretoProspectus as supplemented or amended as of the Closing Date. (v) The Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification and the failure to be so qualified would have been satisfied a material adverse effect on the financial condition or operations of the Depositor, and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under the Basic Documents and to cause the Notes to be issued. (vi) There are no actions, proceedings or investigations pending before or threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject (a) which if determined adversely to the Depositor would have a material adverse effect on the business or financial condition of the Depositor, (b) asserting the invalidity of the Agreements or the Notes, (c) seeking to prevent the issuance of the Notes or the consummation by the Depositor of any of the transactions contemplated by any of the Basic Documents, or (d) which might adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of the Basic Documents or the Notes. (vii) This Agreement has been, and each other Basic Document to which it is a party, when duly executed and delivered as contemplated hereby and thereby will have been, duly authorized, executed and delivered by the Depositor. The execution, delivery and performance of this Agreement and each of the other Basic Documents to which it is a party and the issuance and sale of the Notes and compliance with the terms and provisions hereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the properties of the Depositor is subject which could reasonably be expected to have a material adverse effect on the transactions contemplated herein. The Depositor has full corporate power and authority to (a) cause the Trust to authorize the Indenture Trustee to execute and deliver the Notes to the Depositor and (b) sell the Notes to the Underwriters, all as contemplated by this Agreement. (viii) This Agreement constitutes, and each other Basic Document to which it is a party, when executed and delivered as contemplated herein will constitute legal, valid and binding instruments enforceable against the Depositor in accordance with their respective terms, subject as to enforceability to (x) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors rights generally, (y) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (z) with respect to rights of indemnity under this Agreement, limitations of public policy under applicable securities laws. (ix) Exxxx & Young LLP is an independent public accountant with respect to the Depositor as required by the Act and the Registration StatementRules and Regulations. (iix) Neither the Depositor nor the trust created by the Trust Agreement is an “investment company” within the meaning of such term under the Investment Company Act of 1940 (the “1940 Act”) and the rules and regulations of the Commission thereunder. (xi) The Registration StatementNotes, when duly and validly authorized by the Depositor and when executed and authenticated as specified in the Indenture and delivered and paid for pursuant hereto, will be validly issued and outstanding and will be entitled to the benefits of the Indenture. (xii) At the time of execution and delivery of the Indenture, the Preliminary Prospectus Mortgage Loans and related property will have been duly and validly assigned to the Indenture Trustee in accordance with the Basic Documents; and when such assignment is effected, a duly and validly perfected transfer of all such Mortgage Loans will have occurred, subject to no prior lien, mortgage, security interest, pledge, charge or other encumbrance created by the Depositor or the Seller. (xiii) Neither the transfer of the Mortgage Loans and other Trust assets conveyed by it to the Trust pursuant to the Sale and Servicing Agreement from the Depositor to the Trust, nor the issuance, sale and delivery of the Notes, nor the fulfillment of the terms of the Notes, will (A) conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the Certificate of Incorporation or the By-Laws of the Depositor, (B) conflict with or result in a material breach or material violation of any indenture or other agreement or instrument to which the Depositor is a party or by which it or its properties is bound or (C) result in a violation of or contravene the terms of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Depositor or will result in the creation of any lien upon any material property or assets of the Depositor. (xiv) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Depositor of the Basic Documents to which it is a party and the Final Prospectus conformexecution, delivery and any further amendments sale of the Notes shall have been paid or supplements will be paid by or on behalf of the Depositor at or prior to the Registration Statement or Closing Date to the Final Prospectus extent then due. (xv) At the Closing Date, the Notes and the Basic Documents will conform when they become effective or are filed with the Commission, as the case may be, in all material respects to the requirements of descriptions thereof contained in the Securities Act Prospectus. (xvi) The Depositor Provided Information (as such term is defined in Section 8(a) hereof) is true, correct and the Regulations. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement, did not contain an untrue statement of a accurate in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Preliminary Prospectus, as of its date, did respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, contained therein not misleading. (b) The Seller represents and warrants to and agrees with the Underwriters that: (i) Since the respective dates as of which information is given in the light Prospectus, there has not been any material adverse change in the general affairs, management, financial condition, or results of operations of the circumstances Seller, otherwise than as set forth or contemplated in the Prospectus as supplemented or amended as of the Closing Date. (ii) This Agreement constitutes, and each other Basic Document to which it is a party, when executed and delivered as contemplated herein will constitute legal, valid and binding instruments enforceable against the Seller in accordance with their respective terms, subject as to enforceability to (x) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors rights generally or the rights of creditors of institutions, the deposits of which are insured by the Federal Deposit Insurance Corporation (“FDIC”), (y) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (z) with respect to rights of indemnity under which they were madethis Agreement, not misleadinglimitations of public policy under applicable securities laws. (iii) At the time of execution and delivery of the Purchase Agreement, the representations of the Seller therein are true and correct in all material respects on and as of the date made or as of any other date provided therein; provided that no representation or warranty is made as the remedies available to you for any breach of the representations and warranties set forth in Section 3.01 of the Purchase Agreement shall be limited to the remedies set forth in that Section. (ic) information omitted from The Depositor hereby agrees with the Preliminary Prospectus but included in Underwriters that, for all purposes of this Agreement, the Final Prospectus or (ii) information contained in or omitted from the Registration Statement or either Prospectus in reliance upon and in conformity with written only information furnished to the Depositor in writing by any Underwriter through the Representative expressly Underwriters specifically for use thereinin the Registration Statement, as specified on Exhibit A hereto the Prospectus, or any amendment or supplement thereto, are the statements set forth in the (i) second sentence in the third paragraph, (ii) fourth paragraph, (iii) last sentence of the sixth paragraph and (iv) seventh paragraph, each under the caption “Underwriting” in the Prospectus Supplement (collectively, the “Underwriters’ Information”). The Final Prospectus and the Designated Static Pool Information, taken together, as of the date of the Final Prospectus, and as amended or supplemented as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Final Prospectus in reliance upon and in conformity with the Underwriters’ Information. “.

Representations and Warranties of the Depositor and the Seller. (a) The Depositor represents and warrants to and agrees with the Underwriters that as of the date hereof and as of the Closing Date: (i) A Registration Statement on Form S-3 (No. 333-[ ]333-131460) relating to the Underwritten Securities has (i) been prepared by the Depositor in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective and is still effective as of the date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. Such Registration Statement, as of its effective date, and each amendment thereto to the date of this Agreement, as of its effective date, including all exhibits thereto, is hereinafter called the “Registration Statement.” The Depositor proposes to prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus dated [ ]November 10, 200[ ] 2006 (the “Base Prospectus”), a preliminary prospectus supplement dated [ ]November 10, 200[ ]2006, relating to the Underwritten Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated [ ]November 13, 200[ ]2006, relating to the Underwritten Securities (the “Prospectus Supplement”). The Base Prospectus and the Preliminary Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Preliminary Prospectus,” and the Base Prospectus and the Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Final Prospectus.” Each of the Preliminary Prospectus and the Final Prospectus is referred to herein as a “Prospectus.” References made herein to a Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus, and any reference to any amendment or supplement to the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the Final Prospectus and incorporated by reference in the Final Prospectus, and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Final Prospectus or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Depositor’s knowledge, threatened by the Commission. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. (ii) The Registration Statement, the Preliminary Prospectus and the Final Prospectus conform, and any further amendments or supplements to the Registration Statement or the Final Prospectus will conform when they become effective or are filed with the Commission, as the case may be, in all material respects to the requirements of the Securities Act and the Regulations. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement, did not contain an 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. The Preliminary Prospectus, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to (i) information omitted from the Preliminary Prospectus but included in the Final Prospectus or (ii) information contained in or omitted from the Registration Statement or either Prospectus in reliance upon and in conformity with written information furnished to the Depositor in writing by any Underwriter through the Representative expressly for use therein, as specified on Exhibit A hereto (the “Underwriters’ Information”). The Final Prospectus and the Designated Static Pool Information, taken together, as of the date of the Final Prospectus, and as amended or supplemented as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Final Prospectus in reliance upon and in conformity with the Underwriters’ Information. “Designated Static Pool Information” shall mean the static pool information referred to in the Preliminary Prospectus and the Final Prospectus under the caption “Static Pool Information” but deemed to be excluded from the Registration Statement and the Prospectus pursuant to Item 1105(d) of Regulation AB under the Securities Act.

Representations and Warranties of the Depositor and the Seller. (a) The Depositor represents and warrants to and agrees with the Underwriters that as of the date hereof and as of the Closing Date: (i) A Registration Statement on Form S-3 (No. 333-[ ]333-131460) relating to the Underwritten Securities has (i) been prepared by the Depositor in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective and is still effective as of the date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. Such Registration Statement, as of its effective date, and each amendment thereto to the date of this Agreement, as of its effective date, including all exhibits thereto, is hereinafter called the “Registration Statement.” The Depositor proposes to prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus dated [ ]July 6, 200[ ] 2007 (the “Base Prospectus”), a preliminary prospectus supplement dated [ ]July 20, 200[ ]2007, relating to the Underwritten Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated [ ]July 24, 200[ ]2007, relating to the Underwritten Securities (the “Prospectus Supplement”). The Base Prospectus and the Preliminary Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Preliminary Prospectus,” and the Base Prospectus and the Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Final Prospectus.” Each of the Preliminary Prospectus and the Final Prospectus is referred to herein as a “Prospectus.” References made herein to a Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus, and any reference to any amendment or supplement to the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the Final Prospectus and incorporated by reference in the Final Prospectus, and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Final Prospectus or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Depositor’s knowledge, threatened by the Commission. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. (ii) The Registration Statement, the Preliminary Prospectus and the Final Prospectus conform, and any further amendments or supplements to the Registration Statement or the Final Prospectus will conform when they become effective or are filed with the Commission, as the case may be, in all material respects to the requirements of the Securities Act and the Regulations. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement, did not contain an 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. The Preliminary Prospectus, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to (i) information omitted from the Preliminary Prospectus but included in the Final Prospectus or (ii) information contained in or omitted from the Registration Statement or either Prospectus in reliance upon and in conformity with written information furnished to the Depositor in writing by any Underwriter through the Representative expressly for use therein, as specified on Exhibit A hereto (the “Underwriters’ Information”). The Final Prospectus and the Designated Static Pool Information, taken together, as of the date of the Final Prospectus, and as amended or supplemented as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Final Prospectus in reliance upon and in conformity with the Underwriters’ Information. “Designated Static Pool Information” shall mean the static pool information referred to in the Preliminary Prospectus and the Final Prospectus under the caption “Static Pool Information” but deemed to be excluded from the Registration Statement and the Prospectus pursuant to Item 1105(d) of Regulation AB under the Securities Act.

Representations and Warranties of the Depositor and the Seller. (a) The Depositor represents and warrants to and agrees with the Underwriters that as of the date hereof and as of the Closing Date: (i) A Registration Statement on Form S-3 (No. 333-[ ]333-131460) relating to the Underwritten Securities has (i) been prepared by the Depositor in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective and is still effective as of the date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. Such Registration Statement, as of its effective date, and each amendment thereto to the date of this Agreement, as of its effective date, including all exhibits thereto, is hereinafter called the “Registration Statement.” The Depositor proposes to prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus dated [ ]April 11, 200[ ] 2007 (the “Base Prospectus”), a preliminary prospectus supplement dated [ ]April 11, 200[ ]2007, relating to the Underwritten Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated [ ]April 13, 200[ ]2007, relating to the Underwritten Securities (the “Prospectus Supplement”). The Base Prospectus and the Preliminary Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Preliminary Prospectus,” and the Base Prospectus and the Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Final Prospectus.” Each of the Preliminary Prospectus and the Final Prospectus is referred to herein as a “Prospectus.” References made herein to a Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus, and any reference to any amendment or supplement to the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the Final Prospectus and incorporated by reference in the Final Prospectus, and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Final Prospectus or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Depositor’s knowledge, threatened by the Commission. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. (ii) The Registration Statement, the Preliminary Prospectus and the Final Prospectus conform, and any further amendments or supplements to the Registration Statement or the Final Prospectus will conform when they become effective or are filed with the Commission, as the case may be, in all material respects to the requirements of the Securities Act and the Regulations. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement, did not contain an 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. The Preliminary Prospectus, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to (i) information omitted from the Preliminary Prospectus but included in the Final Prospectus or (ii) information contained in or omitted from the Registration Statement or either Prospectus in reliance upon and in conformity with written information furnished to the Depositor in writing by any Underwriter through the Representative expressly for use therein, as specified on Exhibit A hereto (the “Underwriters’ Information”). The Final Prospectus and the Designated Static Pool Information, taken together, as of the date of the Final Prospectus, and as amended or supplemented as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Final Prospectus in reliance upon and in conformity with the Underwriters’ Information. “Designated Static Pool Information” shall mean the static pool information referred to in the Preliminary Prospectus and the Final Prospectus under the caption “Static Pool Information” but deemed to be excluded from the Registration Statement and the Prospectus pursuant to Item 1105(d) of Regulation AB under the Securities Act.

Representations and Warranties of the Depositor and the Seller. (a) The Depositor and the Seller, each with respect to itself only, represents and warrants to to, and agrees with the Underwriters that as of the date hereof and as of the Closing Datethat: (ia) A Registration Statement on Form S-3 (No. 333-[ [______]) relating with respect to the Underwritten Securities has Certificates (i) has been prepared by the Depositor in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) ), and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, ; (ii) has been filed with the Commission under the Securities Act Act; and (iii) has become effective and is still effective as of the date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. Such As used in this Underwriting Agreement, “Effective Time” means the date and the time as of which such Registration Statement, as of its or the most recent post-effective dateamendment thereto, and each amendment thereto to if any, was declared effective by the Commission; “Effective Date” means the date of this Agreement, as of its effective date, including all exhibits thereto, is hereinafter called the Effective Time; “Registration Statement.” means such registration statement, at the Effective Time, including any documents incorporated by reference therein at such time. The Depositor has filed a preliminary form of the Prospectus Supplement pursuant to Rule 424(b) of the Securities Act dated [_____] [__], [_____] (together with the “Base Prospectus,” dated [_____] [__], [_____] as amended or supplemented if the Depositor shall have furnished any amendments or supplements thereto, the “Preliminary Prospectus”). The Depositor has filed a Pricing Term Sheet as a free writing prospectus (as such term is used in Rules 405 and 433 of the Securities Act) pursuant to Rule 433 of the Securities Act on [_____] [__], [_____] (as amended or supplemented if the Depositor shall have furnished any amendments or supplements thereto, the “Pricing Term Sheet”). [The Depositor proposes to prepare and file a Free Writing Prospectus (as defined below) that will disclose the ratings assigned to the Certificates by the Hired NRSRO (as defined below) (the “Ratings Free Writing Prospectus”).] The Depositor proposes to file with the Commission pursuant to Rule 424 424(b) under the rules and regulations of the Commission under the Securities Act a final prospectus dated [ ], 200[ ] (the “Base Prospectus”), a preliminary prospectus supplement dated [ ], 200[ ], relating to the Underwritten Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated [ ], 200[ ], relating to the Underwritten Securities Base Prospectus (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). The Base Prospectus and the Preliminary Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Preliminary Prospectus,” and the Base Prospectus and the Prospectus Supplement relating to the Underwritten Securities in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Final Prospectus.” Each of the Preliminary Prospectus and the Final Prospectus is referred to herein as a “Prospectus.” References Reference made herein to a the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus, the Prospectus and any reference to any amendment or supplement to the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), after the date of such Prospectus, as the Final Prospectus case may be, and incorporated by reference in such Prospectus, as the Final Prospectuscase may be, and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Final Prospectus Disclosure Documents (as defined herein) or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Depositor’s knowledge, threatened by the CommissionProspectus. There are no contracts or documents of the Depositor that which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date Effective Date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, S-3 have been satisfied with respect to the Depositor and the Registration Statementsatisfied. (ii) The Registration Statement, the Preliminary Prospectus and the Final Prospectus conform, and any further amendments or supplements to the Registration Statement or the Final Prospectus will conform when they become effective or are filed with the Commission, as the case may be, in all material respects to the requirements of the Securities Act and the Regulations. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement, did not contain an 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. The Preliminary Prospectus, as of its date, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to (i) information omitted from the Preliminary Prospectus but included in the Final Prospectus or (ii) information contained in or omitted from the Registration Statement or either Prospectus in reliance upon and in conformity with written information furnished to the Depositor in writing by any Underwriter through the Representative expressly for use therein, as specified on Exhibit A hereto (the “Underwriters’ Information”). The Final Prospectus and the Designated Static Pool Information, taken together, as of the date of the Final Prospectus, and as amended or supplemented as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Final Prospectus in reliance upon and in conformity with the Underwriters’ Information. “