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

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as follows: (a) A registration statement on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter agrees with, the several underwriters named in Schedule 1 (the applicable Terms Agreement as of the date of such Terms Agreement, as follows“Underwriters”) that: (a) A The Depositor meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement on Form S-3(No. 333-163392), including a prospectus, on Form S-3 pursuant to Rule 415 under the Act on November 27, 2009, as amended by Pre-Effective Amendment No. 1 on January 27, 2010, for the registration under the Act of asset-backed securities (issuable in series and such amendments thereto classes thereof), including the Offered Notes, which registration statement has become effective, and a copy of which, as may have been required amended to the date hereof, relating has heretofore been delivered to the Certificates and Underwriters. The Depositor has filed or will file with the offering thereof from time Commission, pursuant to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”424(b), have been filed with one or more Preliminary Prospectuses and has delivered the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating Final Preliminary Prospectus to the sale of Certificates constituting a part thereof as from time Underwriters on or prior to time amended or supplemented (including any prospectus filed the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424 424(b) a Final Prospectus relating to the Offered Notes and the method of the rules and regulations of the Commission distribution thereof. (the “Rules and Regulations”b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before On the Effective Date of Date, the Registration Statement or the date complied, and when each of the Final Preliminary Prospectus Supplementand Final Prospectus are first filed in accordance with Rule 424(b), are respectively referred to herein as the “Registration Statement” Final Preliminary Prospectus and the “Prospectus”Final Prospectus will comply, in all material respects, with the applicable requirements of the Act; provided, however, that the Depositor has prepared the Final Preliminary Prospectus and the Final Prospectus in reliance upon and in conformity with the guidance from the Staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Regulation AB Items 1103(a)(9) and 1120 (the “No-Action Letter”); on the Effective Date, the Registration Statement did not contain any untrue statement of a supplement material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) (i) in reliance upon and in conformity with the Underwriter Information (as defined in Section 8(b)) or (ii) relating to and included in the ABS Tables. As of the Closing Date, the representations and warranties of the Depositor in a pooling agreement, to be dated as of the Closing Date (the “Prospectus SupplementPooling Agreement”), between Ally Bank, a Utah chartered bank and the Depositor, in the Trust Sale Agreement, the Servicing Agreement and in the Trust Agreement will be true and correct in all material respects. (c) prepared pursuant As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to Section 5(a) hereof shall be deemed state any material fact necessary in order to have supplemented make the Prospectus only with respect statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the Offering information contained in or omitted from the Disclosure Package (i) in reliance upon and in conformity with the Underwriter Information or (ii) included in the ABS Tables. (d) At the earliest time after the filing of the Series of Certificates to which it relates. The conditions Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 415 under 164(h)(2)) of the Act have been satisfied with respect to Offered Notes, the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear was not an “ineligible issuer,” as defined in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package Rule 405. (such e) Each Issuer Free Writing Prospectus, together as of its issue date, does not and will not include any information that conflicts or will conflict with the Basic Prospectusinformation then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Issuer Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one in reliance upon and in conformity with the Underwriter Information or more term sheets (ii) relating to the ABS Tables. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or other Written Communicationsdoes occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, providing information about that class in the light of Certificates the circumstances under which they were made, not misleading, (i) the Depositor has notified or will promptly notify the Underwriters and (ii) the structure Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) This Agreement has been duly authorized, executed and other cash flow characteristics thereof, information regarding delivered by the payment priority Depositor. (g) As of such certificatesits date, the basic terms Final Preliminary Prospectus did not include any untrue statement of a material fact or omit to state any credit enhancementsmaterial fact necessary in order to make the statements therein, including any subordinationin the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at information contained in or omitted from the time of such term sheet, Final Preliminary Prospectus (i) in reliance upon and in conformity with the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheetUnderwriter Information, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information included in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and ABS Tables or (iii) the Prospectuspricing and price dependent information, which may be provided by a link to a website. Each of the items described in (i) and (ii) information shall appear in the preceding sentence shall constitute a Free Writing Final Prospectus but not in the Final Preliminary Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants with respect to you as of the date hereofReceivables being conveyed by it to the Issuer, and to each Underwriter named on which the Issuer relies in the applicable Terms Agreement as of the date of accepting such Terms Agreement, as followsReceivables: (a) A registration statement on Form S-3This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Issuer, including a prospectuswhich security interest is prior to all other Liens, and is enforceable as such amendments thereto against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligors in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” under the applicable UCC; as may have been required of the Cutoff Date, no more than 10% of the Pool Balance is represented by Receivables constituting “electronic chattel paper,” and at least 90% of the Pool Balance is represented by Receivables constituting “tangible chattel paper.” (d) The Depositor owns and has good and marketable title to the date hereofReceivables free and clear of any Lien, claim or encumbrance of any Person. (e) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sale contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (f) Other than the security interest granted to the Depositor pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Receivables other than any financing statement relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating security interest granted to the sale of Certificates constituting a part thereof as from time to time amended Issuer hereunder or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have has been satisfied with respect to the Depositor and the Registration Statementterminated. The Depositor further proposes to prepare, after is not aware of any judgment or tax lien filings against the final terms of all classes Depositor. (g) None of the Certificates installment sale contracts that constitute or evidence the Receivables has any marks or notations indicating that they have been establishedpledged, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectusassigned, or otherwise conveyed by the Depositor to any Iterative Information PackagePerson other than the Purchaser. Notwithstanding the foregoing, so long as Standard & Poor’s is a Rating Agency, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: representations and warranties set forth in this Section (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may not be provided by a link to a website. Each of the items described in (i) waived and (ii) in will survive the preceding sentence shall constitute a Free Writing Prospectustermination of this Agreement until the Indenture has been discharged.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter agrees with, the several underwriters named in Schedule 1 (the applicable Terms Agreement as of the date of such Terms Agreement, as follows“Underwriters”) that: (a) A The Depositor meets or will meet the requirements for use of Form SF-3 under the Act (including the Registrant Requirements and the Transaction Requirements, each as of the Closing Date, and each in the General Instructions to Form SF-3) and has prepared and filed with the Commission a registration statement on Form S-3(No. 333-262894), including a prospectus, on Form SF-3 pursuant to Rule 415 under the Act on February 2, 2022, as amended by Pre-Effective Amendment No. 1 on March 25, 2022, for the registration under the Act of asset-backed securities (issuable in series and such amendments thereto classes thereof), including the Offered Notes, which registration statement has become effective, and a copy of which, as may have been required amended to the date hereof, relating has heretofore been delivered to the Certificates and Underwriters. The Depositor has filed or will file with the offering thereof from time Commission, pursuant to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”424(h), have been filed with one or more Preliminary Prospectuses not later than the Securities third business day before the Applicable Time and Exchange Commission (has delivered the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating Final Preliminary Prospectus to the sale of Certificates constituting a part thereof as from time Underwriters at least 48 hours prior to time amended or supplemented (including any prospectus filed the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424 424(b) a Final Prospectus relating to the Offered Notes and the method of the rules and regulations of the Commission distribution thereof. (the “Rules and Regulations”b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before On the Effective Date of Date, the Registration Statement or complied, and when the date Final Preliminary Prospectus is first filed in accordance with Rule 424(h) and the Final Prospectus is first filed in accordance with Rule 424(b), the Final Preliminary Prospectus and the Final Prospectus will comply, in all material respects, with the applicable requirements of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”Act; provided, however, that the Depositor has prepared the Final Preliminary Prospectus and the Final Prospectus in reliance upon and in conformity with the guidance from the Staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Regulation AB Items 1103(a)(9) and 1120 (the “No-Action Letter”); on the Effective Date, the Registration Statement did not contain any untrue statement of a supplement material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) (i) in reliance upon and in conformity with the Underwriter Information (as defined in Section 8(b)) or (ii) relating to and included in the ABS Tables. As of the Closing Date, the representations and warranties of the Depositor in a pooling agreement, to be dated as of the Closing Date (the “Prospectus SupplementPooling Agreement”), between Ally Bank and the Depositor, in the Trust Sale Agreement, in the Servicing Agreement and in the Trust Agreement will be true and correct in all material respects. (c) prepared pursuant As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to Section 5(a) hereof shall be deemed state any material fact necessary in order to have supplemented make the Prospectus only with respect statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the Offering information contained in or omitted from the Disclosure Package (i) in reliance upon and in conformity with the Underwriter Information or (ii) included in the ABS Tables. (d) At the earliest time after the filing of the Series of Certificates to which it relates. The conditions Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 415 under 164(h)(2)) of the Act have been satisfied with respect to Offered Notes, the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear was not an “ineligible issuer,” as defined in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package Rule 405. (such e) Each Issuer Free Writing Prospectus, together as of its issue date, does not and will not include any information that conflicts or will conflict with the Basic Prospectusinformation then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Issuer Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one in reliance upon and in conformity with the Underwriter Information or more term sheets (ii) relating to the ABS Tables. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or other Written Communicationsdoes occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, providing information about that class in the light of Certificates the circumstances under which they were made, not misleading, (i) the Depositor has notified or will promptly notify the Underwriters and (ii) the structure Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) This Agreement has been duly authorized, executed and other cash flow characteristics thereof, information regarding delivered by the payment priority Depositor. (g) As of such certificatesits date, the basic terms Final Preliminary Prospectus did not include any untrue statement of a material fact or omit to state any credit enhancementsmaterial fact necessary in order to make the statements therein, including any subordinationin the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at information contained in or omitted from the time of such term sheet, Final Preliminary Prospectus (i) in reliance upon and in conformity with the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheetUnderwriter Information, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information included in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and ABS Tables or (iii) the Prospectusconstituting pricing and price dependent information, which may be provided by a link to a website. Each of the items described in (i) and (ii) information shall appear in the preceding sentence shall constitute a Free Writing Final Prospectus but not in the Final Preliminary Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the base Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the base Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform these Standard Provisions, the Underwriting Agreement, the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Indenture, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Indenture. (g) The execution and delivery by the Depositor of these Standard Provisions, the Underwriting Agreement, the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement are within the corporate power of the Depositor and none of the execution and delivery by the Depositor of these Standard Provisions, the Underwriting Agreement, the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, the consummation by the Depositor of the transactions therein contemplated, or the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement, the “Definitive Free Writing Unaffiliated Seller's Agreement and the Sale and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement, the Unaffiliated Seller's Agreement or the Sale and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date or any Subsequent Transfer Date, as the case may be, each of the Mortgage Loans which is a subject of the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date or any Subsequent Transfer Date, as the case may be, the representations and warranties made by the Depositor both the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement and on any Subsequent Transfer Date, as the case may be, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Issuer pursuant to the Sale and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person (other than the Issuer and the Indenture Trustee) any of its right, title or interest in such Mortgage Loans or in such Unaffiliated Seller's Agreement or such Sale and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Issuer and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Issuer of the Sale and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, and on any Subsequent Transfer Date, as the case may be, the Issuer will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. (p) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, these Standard Provisions, the Indenture, the Sale and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsthat: (a) A The Depositor meets or will meet the requirements for use of Form SF-3 under the Act (including the Registrant Requirements and the Transaction Requirements, each as of the Closing Date, and each in the General Instructions to Form SF-3) and has prepared and filed with the Commission a registration statement on Form S-3(No. 333-206413), including a prospectus, on Form SF-3 pursuant to Rule 415 under the Act on August 14, 2015, as amended by Pre-Effective Amendment No. 1 on October 2, 2015, Pre-Effective Amendment No. 2 on October 30, 2015 and such amendments thereto Pre-Effective Amendment No. 3 on November 9, 2015 for the registration under the Act of asset-backed securities (issuable in series and classes thereof), including the Offered Notes, which registration statement has become effective, and a copy of which, as may have been required amended to the date hereof, relating has heretofore been delivered to the Certificates and Underwriters. The Depositor has filed or will file with the offering thereof from time Commission, pursuant to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”424(h), have been filed with one or more Preliminary Prospectuses not later than the Securities third business day before the Applicable Time and Exchange Commission (has delivered the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating Final Preliminary Prospectus to the sale of Certificates constituting a part thereof as from time Underwriters at least 48 hours prior to time amended or supplemented (including any prospectus filed the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424 424(b) a Final Prospectus relating to the Offered Notes and the method of the rules and regulations of the Commission distribution thereof. (the “Rules and Regulations”b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before On the Effective Date of Date, the Registration Statement or complied, and when the date Final Preliminary Prospectus is first filed in accordance with Rule 424(h) and the Final Prospectus is first filed in accordance with Rule 424(b), the Final Preliminary Prospectus and the Final Prospectus will comply, in all material respects, with the applicable requirements of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”Act; provided, however, that the Depositor has prepared the Final Preliminary Prospectus and the Final Prospectus in reliance upon and in conformity with the guidance from the Staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Regulation AB Items 1103(a)(9) and 1120 (the “No-Action Letter”); on the Effective Date, the Registration Statement did not contain any untrue statement of a supplement material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (a “Prospectus Supplement”or any supplement thereto) prepared pursuant to in reliance upon and in conformity with the Underwriter Information (as defined in Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering 8(b)). As of the Series Closing Date, the representations and warranties of Certificates to which it relates. The conditions the Depositor in the pooling and servicing agreement, dated as of Rule 415 under February 12, 2010 (the Act have been satisfied with respect to “Pooling and Servicing Agreement”), between Ally Bank, the Depositor and the Registration Statement. The Servicer, in the Trust Sale and Servicing Agreement and in the Trust Agreement will be true and correct in all material respects. (c) As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor further proposes makes no representations or warranties as to prepare, the information contained in or omitted from the Disclosure Package in reliance upon and in conformity with the Underwriter Information. (d) At the earliest time after the final terms of all classes filing of the Certificates have been establishedRegistration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered Notes, either a Free Writing Prospectus that will contain substantially all information that will appear the Depositor was not an “ineligible issuer,” as defined in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package Rule 405. (such e) Each Issuer Free Writing Prospectus, together as of its issue date, does not and will not include any information that conflicts or will conflict with the Basic Prospectusinformation then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Issuer Free Writing Prospectus must be provided in reliance upon and in conformity with the Underwriter Information. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or does occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to each investor prior state a material fact necessary in order to make the time statements therein, in the light of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificatesthe circumstances under which they were made, collectively the following documents: not misleading, (i) one the Depositor has notified or more term sheets or other Written Communications, providing information about that class of Certificates and will promptly notify the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) Underwriters and (ii) the Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) This Agreement has been duly authorized, executed and delivered by the Depositor. (g) As of its date, the Final Preliminary Prospectus did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the preceding sentence light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Final Preliminary Prospectus (i) in reliance upon and in conformity with the Underwriter Information or (ii) constituting pricing and price dependent information, which information shall constitute a Free Writing appear in the Final Prospectus but not in the Final Preliminary Prospectus.

Representations and Warranties of the Depositor. The Depositor represents makes the following representations and warrants to you warranties, on which the Issuer relies in accepting the Receivables and delivering the Securities. Such representations and warranties speak as of the date hereof, execution and to each Underwriter named in the applicable Terms delivery of this Agreement and as of the date Closing Date, but shall survive the sale, transfer and assignment of such Terms Agreement, as followsthe Receivables by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture: (a) A registration statement on Form S-3This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Issuer, including a prospectuswhich security interest is prior to all other Liens, and is enforceable as such amendments thereto as may have been required against creditors of and purchasers from the Depositor. (b) Each Receivable constitutes “chattel paper” within the meaning of the UCC. (c) Immediately upon the transfer thereof from the Depositor to the date hereofIssuer pursuant to this Agreement, the Issuer shall have good and marketable title to each Receivable, free and clear of any Lien of any Person. (d) The Depositor has caused, or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable UCC in order to perfect the security interest in the Receivables granted to the Issuer under this Agreement. (e) Other than the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral describing the Receivables other than any financing statement relating to the Certificates and security interest granted to the offering thereof from time Issuer under this Agreement. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (f) The Contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to time any Person other than the Issuer, except for such marks or notations indicating that they have been pledged, assigned or otherwise conveyed (i) to the Depositor or the Indenture Trustee in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheetDocuments, (ii) a term sheet supplement, containing relevant risk factors and additional information similar pursuant to the information in Second Amended and Restated Receivables Purchase Agreement, dated as of July 23, 2002, as amended, among the Prospectus Supplement to Seller, Hyundai BC Funding Corporation, Amsterdam Funding Corporation, Asset One Securitization, LLC, Sheffield Receivables Corporation, Société Générale, ABN AMRO Bank N.V., Barclays Bank PLC, Park Avenue Receivables Company, LLC and JPMorgan Chase Bank, N.A. and the extent known at Purchase and Sale Agreement dated as of January 17, 2000, as amended, between the time of such term sheet supplement, Seller and Hyundai BC Funding Corporation or (iii) to HMFC in accordance with Dealer Agreements. All financing statements filed or to be filed against the Prospectus, which may be provided by a link to a website. Each Depositor in favor of the items Issuer in connection with this Agreement describing the Receivables contain a statement to the following effect: “A purchase of or security interest in any collateral described in (i) and (ii) this financing statement, except as provided in the preceding sentence shall constitute a Free Writing ProspectusSale and Servicing Agreement, will violate the rights of the Issuer.”

Representations and Warranties of the Depositor. The Depositor represents and warrants to you to, and agrees with the Underwriters that as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsClosing Date: (a) A. A registration statement Registration Statement on Form S-3S-3 (No. 333-61863), including a prospectus, and such amendments thereto as may have has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”), have been filed with ") and the rules and regulations (the "Rules and 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. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement as amended has become effective. Such registration statement as amended statement, at the Effective Time, including any documents incorporated by reference therein at such time; "Basic Prospectus" means such final prospectus dated September 17, 1998; and "Prospectus Supplement" means the final prospectus supplement relating to the sale of Certificates constituting a part thereof as from time Offered Certificates, to time amended or supplemented (including any prospectus be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . "Prospectus" means the Act, including Basic Prospectus together with the Prospectus Supplement. Reference made herein to 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 Act which were Securities Act, as of the date of the Prospectus and any reference to any amendment or supplement to the 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 Prospectus, and incorporated by reference in the 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the 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 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 before prior to the Effective Date of the Registration Statement other than such documents or materials, if any, as any Underwriter delivers to the Depositor pursuant to Section VIII (D) hereof for filing on Form 8-K. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. To the extent that any Underwriter has provided to the Depositor Computational Materials that such Underwriter has provided to a prospective investor, the Depositor will file or cause to be filed with the Commission a report on Form 8-K containing such Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than 11:00 a.m. New York time the date on which the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement is made available to the Prospectus (a “Prospectus Supplement”) prepared Underwriter and is filed with the Commission pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering Rule 424 of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor Rules and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusRegulations.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter agrees with, the several underwriters named in Schedule 1 (the applicable Terms Agreement as of the date of such Terms Agreement, as follows“Underwriters”) that: (a) A The Depositor meets or will meet the requirements for use of Form SF-3 under the Act (including the Registrant Requirements and the Transaction Requirements, each as of the Closing Date, and each in the General Instructions to Form SF-3) and has prepared and filed with the Commission a registration statement on Form S-3(No. 333-204844), including a prospectus, on Form SF-3 pursuant to Rule 415 under the Act on June 9, 2015, as amended by Pre-Effective Amendment No. 1 on August 14, 2015, Pre-Effective Amendment No. 2 on September 24, 2015, Pre-Effective Amendment No. 3 on October 22, 2015, Pre-Effective Amendment No. 4 on October 30, 2015 and such amendments thereto Pre-Effective Amendment No. 5 on November 6, 2015 for the registration under the Act of asset-backed securities (issuable in series and classes thereof), including the Offered Notes, which registration statement has become effective, and a copy of which, as may have been required amended to the date hereof, relating has heretofore been delivered to the Certificates and Underwriters. The Depositor has filed or will file with the offering thereof from time Commission, pursuant to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”424(h), have been filed with one or more Preliminary Prospectuses not later than the Securities third business day before the Applicable Time and Exchange Commission (has delivered the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating Final Preliminary Prospectus to the sale of Certificates constituting a part thereof as from time Underwriters at least 48 hours prior to time amended or supplemented (including any prospectus filed the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424 424(b) a Final Prospectus relating to the Offered Notes and the method of the rules and regulations of the Commission distribution thereof. (the “Rules and Regulations”b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before On the Effective Date of Date, the Registration Statement or complied, and when the date Final Preliminary Prospectus is first filed in accordance with Rule 424(h) and the Final Prospectus is first filed in accordance with Rule 424(b), the Final Preliminary Prospectus and the Final Prospectus will comply, in all material respects, with the applicable requirements of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”Act; provided, however, that the Depositor has prepared the Final Preliminary Prospectus and the Final Prospectus in reliance upon and in conformity with the guidance from the Staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Regulation AB Items 1103(a)(9) and 1120 (the “No-Action Letter”); on the Effective Date, the Registration Statement did not contain any untrue statement of a supplement material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) (i) in reliance upon and in conformity with the Underwriter Information (as defined in Section 8(b)) or (ii) relating to and included in the ABS Tables. As of the Closing Date, the representations and warranties of the Depositor in a pooling agreement, to be dated as of the Closing Date (the “Prospectus SupplementPooling Agreement”), between Ally Bank and the Depositor, in the Trust Sale Agreement, in the Servicing Agreement and in the Trust Agreement will be true and correct in all material respects. (c) prepared pursuant As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to Section 5(a) hereof shall be deemed state any material fact necessary in order to have supplemented make the Prospectus only with respect statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the Offering information contained in or omitted from the Disclosure Package (i) in reliance upon and in conformity with the Underwriter Information or (ii) included in the ABS Tables. (d) At the earliest time after the filing of the Series of Certificates to which it relates. The conditions Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 415 under 164(h)(2)) of the Act have been satisfied with respect to Offered Notes, the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear was not an “ineligible issuer,” as defined in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package Rule 405. (such e) Each Issuer Free Writing Prospectus, together as of its issue date, does not and will not include any information that conflicts or will conflict with the Basic Prospectusinformation then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Issuer Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one in reliance upon and in conformity with the Underwriter Information or more term sheets (ii) relating to the ABS Tables. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or other Written Communicationsdoes occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, providing information about that class in the light of Certificates the circumstances under which they were made, not misleading, (i) the Depositor has notified or will promptly notify the Underwriters and (ii) the structure Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) This Agreement has been duly authorized, executed and other cash flow characteristics thereof, information regarding delivered by the payment priority Depositor. (g) As of such certificatesits date, the basic terms Final Preliminary Prospectus did not include any untrue statement of a material fact or omit to state any credit enhancementsmaterial fact necessary in order to make the statements therein, including any subordinationin the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at information contained in or omitted from the time of such term sheet, Final Preliminary Prospectus (i) in reliance upon and in conformity with the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheetUnderwriter Information, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information included in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and ABS Tables or (iii) the Prospectusconstituting pricing and price dependent information, which may be provided by a link to a website. Each of the items described in (i) and (ii) information shall appear in the preceding sentence shall constitute a Free Writing Final Prospectus but not in the Final Preliminary Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in agrees with the applicable Terms Agreement Underwriters that as of the date of such Terms Agreementthe Preliminary Prospectus, as followsof the date of the Prospectus, and as of the Closing Date: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, S-3 (No. 333-[__________]) relating to the Underwritten Certificates and has (i) been prepared by the offering thereof from time to time Depositor in accordance conformity with Rule 415 under the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented thereunder, (including any prospectus ii) been filed with the Commission pursuant to Rule 424 under the Securities Act and (iii) become effective and is still effective as of the rules date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. As used in this Agreement, "Effective Time" means the date and regulations the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Commission (Effective Time; "Registration Statement" means such registration statement, at the “Rules and Regulations”) under the ActEffective Time, including any documents incorporated by reference therein at such time; "Base Prospectus" means such final prospectus dated [__________] and "Prospectus Supplement" means the final prospectus supplement relating to the Underwritten Certificates, to be filed with the Commission pursuant to Item 12 paragraph (2), (3) or (5) of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”Rule 424(b) on or before the Effective Date of the Registration Statement or Rules and Regulations. "Prospectus" means the date of Base Prospectus together with the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Underwritten Certificates have been are established, either a Free Writing Prospectus that will contain contains substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, Prospectus together with the Basic Base Prospectus, or any Iterative Information Package, the “Definitive Free Writing "Preliminary Prospectus”"). Reference made herein to the Preliminary Prospectus or 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 the Prospectus and any reference to any amendment or supplement to the Preliminary Prospectus or the 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 Preliminary Prospectus or the Prospectus, as applicable, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as applicable, 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 Time that is incorporated by reference in the Registration Statement. The Definitive Free Writing Commission has not issued any order preventing or suspending the use of the Prospectus must or the Preliminary 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 which are required to be provided filed as exhibits to each investor 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 time Effective Date of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificatesthe Registration Statement other than such documents or materials, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordinationif any, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties delivers to the transaction Depositor pursuant to Section 5 hereof for filing on Form 8-K. The conditions for use of Form S-3, as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information set forth in the Prospectus Supplement to the extent known at the time of such term sheet supplementGeneral Instructions thereto, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectushave been satisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter agrees with, the several underwriters named in Schedule 1 (the applicable Terms Agreement as of the date of such Terms Agreement, as follows“Underwriters”) that: (a) A The Depositor meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement on Form S-3(No. 333-186227), including a prospectus, on Form S-3 pursuant to Rule 415 under the Act on January 25, 2013, as amended by Pre-Effective Amendment No. 1 on April 12, 2013, for the registration under the Act of asset-backed securities (issuable in series and such amendments thereto classes thereof), including the Offered Notes, which registration statement has become effective, and a copy of which, as may have been required amended to the date hereof, relating has heretofore been delivered to the Certificates and Underwriters. The Depositor has filed or will file with the offering thereof from time Commission, pursuant to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”424(b), have been filed with one or more Preliminary Prospectuses and has delivered the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating Final Preliminary Prospectus to the sale of Certificates constituting a part thereof as from time Underwriters on or prior to time amended or supplemented (including any prospectus filed the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424 424(b) a Final Prospectus relating to the Offered Notes and the method of the rules and regulations of the Commission distribution thereof. (the “Rules and Regulations”b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before On the Effective Date of Date, the Registration Statement or the date complied, and when each of the Final Preliminary Prospectus Supplementand Final Prospectus are first filed in accordance with Rule 424(b), are respectively referred to herein as the “Registration Statement” Final Preliminary Prospectus and the “Prospectus”Final Prospectus will comply, in all material respects, with the applicable requirements of the Act; provided, however, that the Depositor has prepared the Final Preliminary Prospectus and the Final Prospectus in reliance upon and in conformity with the guidance from the Staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Regulation AB Items 1103(a)(9) and 1120 (the “No-Action Letter”); on the Effective Date, the Registration Statement did not contain any untrue statement of a supplement material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) (i) in reliance upon and in conformity with the Underwriter Information (as defined in Section 8(b)) or (ii) relating to and included in the ABS Tables. As of the Closing Date, the representations and warranties of the Depositor in a pooling agreement, to be dated as of the Closing Date (the “Prospectus SupplementPooling Agreement”), between Ally Bank, a Utah chartered bank, and the Depositor, the Trust Sale Agreement, the Servicing Agreement and in the Trust Agreement will be true and correct in all material respects. (c) prepared pursuant As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to Section 5(a) hereof shall be deemed state any material fact necessary in order to have supplemented make the Prospectus only with respect statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the Offering information contained in or omitted from the Disclosure Package (i) in reliance upon and in conformity with the Underwriter Information or (ii) included in the ABS Tables. (d) At the earliest time after the filing of the Series of Certificates to which it relates. The conditions Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 415 under 164(h)(2)) of the Act have been satisfied with respect to Offered Notes, the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear was not an “ineligible issuer,” as defined in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package Rule 405. (such e) Each Issuer Free Writing Prospectus, together as of its issue date, does not and will not include any information that conflicts or will conflict with the Basic Prospectusinformation then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Issuer Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one in reliance upon and in conformity with the Underwriter Information or more term sheets (ii) relating to the ABS Tables. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or other Written Communicationsdoes occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, providing information about that class in the light of Certificates the circumstances under which they were made, not misleading, (i) the Depositor has notified or will promptly notify the Underwriters and (ii) the structure Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) This Agreement has been duly authorized, executed and other cash flow characteristics thereof, information regarding delivered by the payment priority Depositor. (g) As of such certificatesits date, the basic terms Final Preliminary Prospectus did not include any untrue statement of a material fact or omit to state any credit enhancementsmaterial fact necessary in order to make the statements therein, including any subordinationin the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at information contained in or omitted from the time of such term sheet, Final Preliminary Prospectus (i) in reliance upon and in conformity with the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheetUnderwriter Information, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information included in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and ABS Tables or (iii) the Prospectuspricing and price dependent information, which may be provided by a link to a website. Each of the items described in (i) and (ii) information shall appear in the preceding sentence shall constitute a Free Writing Final Prospectus but not in the Final Preliminary Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and, if applicable, the Custodial Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and none of the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement, the consummation by the Depositor of the transactions therein contemplated, or the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date or any Subsequent Transfer Date, as the case may be, each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date or any Subsequent Transfer Date, as the case may be, the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement and on any Subsequent Transfer Date, as the case may be, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, and on any Subsequent Transfer Date, as the case may be, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and, if applicable, the Custodial Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and neither the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement nor the consummation by the Depositor of the transactions therein contemplated, nor the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date or any Subsequent Transfer Date, as the case may be, each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date or any Subsequent Transfer Date, as the case may be, the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement and on any Subsequent Transfer Date, as the case may be, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, and on any Subsequent Transfer Date, as the case may be, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you to, and agrees with the Underwriters that as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsClosing Date: (a) A. A registration statement Registration Statement on Form S-3S-3 (No. 333-39505), including a prospectus, and such amendments thereto as may have has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”), have been filed with ") and the rules and regulations (the "Rules and 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. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement as amended has become effective. Such registration statement as amended statement, at the Effective Time, including any documents incorporated by reference therein at such time; "Basic Prospectus" means such final prospectus dated December 16, 1997; and "Prospectus Supplement" means the final prospectus supplement relating to the sale of Certificates constituting a part thereof as from time Offered Certificates, to time amended or supplemented (including any prospectus be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . "Prospectus" means the Act, including Basic Prospectus together with the Prospectus Supplement. Reference made herein to 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 Act which were Securities Act, as of the date of the Prospectus and any reference to any amendment or supplement to the 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 Prospectus, and incorporated by reference in the 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the 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 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 before prior to the Effective Date of the Registration Statement other than such documents or materials, if any, as any Underwriter delivers to the Depositor pursuant to Section VIII (D) hereof for filing on Form 8-K. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. To the extent that any Underwriter has provided to the Depositor Computational Materials that such Underwriter has provided to a prospective investor, the Depositor will file or cause to be filed with the Commission a report on Form 8-K containing such Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than 11:00 a.m. New York time the date on which the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement is made available to the Prospectus (a “Prospectus Supplement”) prepared Underwriter and is filed with the Commission pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering Rule 424 of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor Rules and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusRegulations.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to you the Trustee as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, Closing Date as follows: (a) A registration statement on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with With respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: Underlying Security: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding Depositor is the payment priority sole owner of such certificates, the basic terms Underlying Security free and clear of any credit enhancementslien, including pledge, charge or encumbrance of any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, kind; (ii) a term sheet supplementthe Depositor has not assigned any interest in such Underlying Security or any distributions thereon, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and except as contemplated herein; and (iii) the Prospectusdocuments furnished to the Trustee in connection with such Underlying Security are sufficient to effect the transfer of such Underlying Security to the Trustee pursuant to Section 2.01 hereof. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Underlying Securities. Upon discovery by the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Underlying Securities, which may the Depositor or the Trustee shall give prompt written notice to the other and to the Certificateholders. On or prior to the third Distribution Date following the Closing Date, the Depositor shall cure such breach in all material respects or, if such breach cannot be cured, the Depositor shall repurchase each affected Underlying Security from the Trustee if the Depositor is so directed by Holders of a Majority in Interest of the Classes of Regular Certificates. Any such repurchase of an Underlying Security by the Depositor shall be accomplished prior to the related Distribution Date, in any calendar month at a price (the "Purchase Price") equal to the principal balance of the Underlying Security on the related Underlying Remittance Date (prior to giving effect to any distributions on such Underlying Remittance Date pursuant to the related Underlying Agreement) plus interest thereon at the Pass-Through Rate from the first day of the month of such repurchase up to but not including the date of such repurchase. The payment of the Purchase Price shall be considered a prepayment in full of the related Underlying Security and shall be delivered to the Trustee for deposit in the Certificate Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into the Certificate Account, the repurchased Underlying Security shall be released to the Depositor, and the Trustee shall execute and deliver such instrument of transfer or assignment, without recourse, as shall be reasonably requested and provided by a link the Depositor to a websitevest in the Depositor, or its designee or assignee, title to the Underlying Security repurchased pursuant hereto. Each The obligation of the items described in Depositor to cure or repurchase the Underlying Security shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Depositor: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the preceding sentence shall breach of any term or provision of the charter or by-laws of the Depositor or conflict with, result in a breach, violation or acceleration of or constitute a Free Writing Prospectusdefault under, the terms of any material indenture or other agreement or instrument to which the Depositor is a party or by which it is bound, or any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor. (iv) There are no actions or proceedings against, or investigations of, the Depositor pending, or, to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other party and to the Rating Agencies.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates mortgage backed securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Base Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes There are no contracts or documents of the Certificates Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been establishedso filed. (b) On the effective date of the Registration Statement, either the Registration Statement and the Base Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and did not include any untrue statement of a Free Writing 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents, any Computational Materials nor any ABS Term Sheets includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that will contain substantially all the foregoing does not apply to statements or omissions in any of such documents based upon written information that will appear furnished to the Depositor by any Underwriter specifically for use therein. "Computational Materials" shall mean those materials delivered 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, Xxxxxx, Peabody & Co., Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association for which the filing of such material is a condition of the relief granted in such letters. "ABS Term Sheet" shall mean those materials delivered in the Prospectus Supplementform of "Structural Term Sheets" or "Collateral Term Sheets," in each case within the meaning of the no-action letter dated February 13, 1995 issued by the Division of Corporation Finance of the Commission to the extent that such information is known at that time and minus specific sections including Public Securities Association for which the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority filing of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) material is a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each condition of the items described relief granted in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussuch letter.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates mortgage backed securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Base Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes There are no contracts or documents of the Certificates Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been establishedso filed. (b) On the effective date of the Registration Statement, either the Registration Statement and the Base Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and did not include any untrue statement of a Free Writing 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents, any Computational Materials nor any ABS Term Sheets includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that will contain substantially all the foregoing does not apply to statements or omissions in any of such documents based upon written information that will appear furnished to the Depositor by any Underwriter specifically for use therein. "Computational Materials" shall mean those materials delivered within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co., Incorxxxxxxd, xxx Xxdder Structured Asset Corpoxxxxxx and the no-action letter dated May 00, 0994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association for which the filing of such material is a condition of the relief granted in such letters. "ABS Term Sheet" shall mean those materials delivered in the Prospectus Supplementform of "Structural Term Sheets" or "Collateral Term Sheets," in each case within the meaning of the no-action letter dated February 13, 1995 issued by the Division of Corporation Finance of the Commission to the extent that such information is known at that time and minus specific sections including Public Securities Association for which the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority filing of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) material is a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each condition of the items described relief granted in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussuch letter.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and, if applicable, the Custodial Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, and certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened, that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and neither the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement nor the consummation by the Depositor of the transactions therein contemplated, nor the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and as of the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) As of the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date or any date on which Subsequent Mortgage Loans are transferred by the Depositor to the Trust (each, a "Subsequent Funding Date"), as the case may be, each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date or any Subsequent Funding Date, as the case may be, the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement and on any Subsequent Transfer Date, as the case may be, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, and on any Subsequent Transfer Date, as the case may be, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. Notwithstanding the foregoing, each of the Underwriters and the Depositor agrees and understands that, in accordance with and pursuant to the Pooling and Servicing Agreement, payments collected in respect of the Mortgage Loans allocable to the Additional Balances on the Mortgage Loans will not be available to the holders of the Offered Securities. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you the Underwriters as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms the Pooling Agreement, as follows: (a) A registration statement on Form S-3S-3 (No. 333-87146), including a prospectus, prospectus and such amendments thereto as may have been required to the date hereof, relating to the Underwritten Certificates and the offering of each Series thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Act”"), have has been filed with the Securities and Exchange Commission (the “"Commission”") and such registration statement statement, as amended amended, has become effective. For purposes of this Agreement, "Effective Time" means the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, and "Effective Date" means the date of the Effective Time. Such registration statement statement, as amended amended, and the base prospectus and related prospectus supplement that the Depositor has filed with the Commission pursuant to Rule 424(b) relating to the sale of the Underwritten Certificates of the applicable Series offered thereby constituting a part thereof thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission promulgated under the Act (the “"Rules and Regulations”) under the Act")), including any all documents incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplementreference, are respectively referred to herein as the “"Registration Statement” ", the "Base Prospectus" and the “Prospectus”"Prospectus Supplement"; provided, however, that a supplement to the Base Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Base Prospectus only with respect to the Offering offering of the Series of the Underwritten Certificates to which it relates. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Base Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement are collectively referred to herein as the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing "Prospectus."

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to you the Trustee that as of the Closing Date: (a) With respect to the CRB Certificates: (i) the information set forth in the CRB Certificate Schedule is true and correct in all material respects as of the date hereofor dates such information is furnished; (ii) immediately prior to the sale and assignment herein contemplated, the Depositor was the sole owner of the CRB Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (iii) the Depositor acquired its ownership in the CRB Certificates in good faith without notice of any adverse claim; and (iv) the Depository has not assigned any interest in the CRB Certificates or any distributions thereon, except as contemplated herein. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the CRB Certificates. Upon discovery by the Depositor or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the CRB Certificates, the Depositor or the Trustee shall give prompt written notice to the other, to the Certificateholders and to each Underwriter named Rating Agency. Within 90 days of its discovery or its receipt of notice of any such breach, the Depositor shall cure such breach in all material respects or, if such breach cannot be cured, the applicable Terms Agreement Depositor shall repurchase the affected CRB Certificates from the Trustee if the Depositor is so directed by a Majority in Interest of the Certificateholders. Any such repurchase of a CRB Certificate by the Depositor shall be accomplished prior to the Distribution Date next following the receipt of such direction by a Majority in Interest of the Certificateholders at a price equal to the sum of (i) the outstanding principal amount of such CRB Certificate as of the date of such Terms Agreement, as follows: (a) A registration statement on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) repurchase and (ii) all unpaid accrued interest on such CRB Certificate to the date of such repurchase at [ ] per annum (the "Purchase Price"). The payment of the Purchase Price in connection with repurchased CRB Certificates shall be considered a prepayment in full of such CRB Certificates and shall be delivered to the Trustee for deposit in the preceding sentence Certificate Account in accordance with the provisions of Section 3.02. Upon such deposit into the Certificate Account, such CRB Certificates shall be released to the Depositor, and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Depositor to vest in the Depositor, or its designee or assignee, title to the CRB Certificates repurchased pursuant hereto. The Depositor shall be entitled to all amounts received by the Trustee in respect of any repurchased CRB Certificate to the extent the distribution of such amounts would not make the total amount distributed in respect of any such repurchased CRB Certificate greater than the Purchase Price therefor. The obligation of the Depositor to cure or repurchase the CRB Certificates as to which a breach specified in this Section 2.03(a) has occurred and is continuing shall constitute the sole remedy respecting such breach against the Depositor available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Depositor: (i) the Depositor is a Free Writing Prospectuscorporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement; (ii) the Certificates will be free and clear of any right, charge, security interest, or lien or claim in favor of the Depositor; (iii) this Agreement has been duly authorized, executed and delivered by the Depositor and assuming due authorization, execution and delivery by the Trustee, constitutes the valid, legal and binding obligation of the Depositor, enforceable against it in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the performance of its obligations under this Agreement or the Certificates will result in the breach of any term or provision of the certificate of incorporation or bylaws of the Depositor or conflict with, result in a breach, violation or acceleration of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, the terms of any material contract, indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any of its assets is bound, or any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and (v) there are no actions or proceedings against, or investigations of, the Depositor pending, or, to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Base Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes There are no contracts or documents of the Certificates Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been establishedso filed. (b) On the effective date of the Registration Statement, either the Registration Statement and the Base Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and did not include any untrue statement of a Free Writing Prospectus that will contain substantially all information that will appear in 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus Supplementconform, and as amended or supplemented, if applicable, will conform in all material respects to the extent requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents, any Computational Materials nor any ABS Term Sheets includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior furnished to the time of Contract of Sale (as defined herein)Depositor by any Underwriter specifically for use therein. An “Iterative Information Package” "Computational Materials" shall mean with respect those materials delivered within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to any class of CertificatesXxxxxx, collectively the following documents: (i) one or more term sheets or other Written CommunicationsXxxxxxx Acceptance Corporation X. Xxxxxx, providing information about that class of Certificates Peabody & Co., Incorporated, and Xxxxxx Structured Asset Corporation and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.no-action letter

Representations and Warranties of the Depositor. The Depositor represents and warrants to you the Representative and to each of the Underwriters as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such the applicable Terms Agreement, as follows: (a) A registration statement on Form S-3S-3 ([ ]), including a prospectus, prospectus and such amendments thereto as may have been required to the date hereof, relating to the Certificates Notes and the offering of each Series thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement statement, as amended amended, has become effective. For purposes of this Agreement, “Effective Time” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission and “Effective Date” means the date of the Effective Time. Such registration statement statement, as amended amended, and the prospectus and related prospectus supplement that the Depositor has filed with the Commission pursuant to Rule 424(b) relating to the sale of Certificates the Notes of the applicable Series offered thereby constituting a part thereof thereof, as from time to time amended or supplemented (including any prospectus relating to the Notes filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”)), including all documents incorporated therein by reference relating to the Series of Notes to which the Terms Agreement relates, are respectively referred to as the “Registration Statement” and the “Base Prospectus”; provided, however, that a supplement to such Base Prospectus prepared pursuant to Section 5(a) shall be deemed to have supplemented the Base Prospectus only with respect to the offering of the Series of Notes to which it relates (any such supplement for a Series of Notes, together with the Base Prospectus, the “Prospectus”). The conditions to the use of a registration statement on Form S-3 under the Act, including as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. (b) The Registration Statement, on the Effective Date, and the Base Prospectus, as of the date of the related Prospectus conformed in all material respects to the requirements of the Act and the Rules and Regulations, and did not include any documents incorporated by reference 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, and at the time of the filing of the Prospectus for the Series of Notes identified in the related Terms Agreement, pursuant to Item 12 Rule 424(b) and at the Delivery Date (as such terms are defined in Section 3), such Prospectus conforms and will conform in all material respects to the requirements of Form S-3 the Act and the Rules and Regulations, and does not include and will not include, any untrue statement of a material fact and does not omit and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus delivered to the Underwriters for use in connection with the offering of the related Series of Notes was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. The two immediately preceding sentences do not apply to statements or omissions from either of such documents based upon written information (including Computational Materials (as such term is defined in Section 8(a)) furnished to the Depositor by any Underwriter specifically for use therein. (c) The Depositor has been duly organized and is validly existing as a corporation in good standing under the Act laws of the State of Delaware, with full corporate power and authority to own its assets and conduct its business as described in the Prospectus, is duly qualified as a foreign corporation in good standing in all jurisdictions in which were filed under the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Depositor, and is conducting its business so as to comply in all material respects with the applicable statutes, ordinances, rules and regulations of the jurisdictions in which it is conducting business. (d) The related Agreements and the related Notes conform, or will conform as of the related Delivery Date, to the description thereof contained in the Registration Statement and the related Prospectus; and the Notes of a Series, on the Delivery Date set forth in the related Terms Agreement, will have been duly and validly authorized and, when such Notes are duly and validly executed by the Trust, authenticated by the Indenture Trustee or the Trust Administrator and delivered in accordance with such Agreements and delivered and paid for as provided herein, will be validly issued and outstanding and entitled to the benefits afforded by the related Agreements. (e) The execution and delivery by the Depositor of this Agreement and the other related Agreements to which it is a party are within the corporate power of the Depositor and have been, or will have been on the related Delivery Date, duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery by the Depositor of such instruments, nor the consummation by the Depositor of the transactions herein or therein contemplated, nor the compliance by the Depositor with the provisions hereof or thereof, will (i) conflict with or result in a breach of, or constitute a default under, any of the provisions of the certificate of incorporation or by-laws of the Depositor, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, (iii) conflict with any of the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (f) At the date thereof, each Agreement to which the Depositor is a party will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect, and to general principles of equity. (g) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes of the related Series pursuant to this Agreement and the other related Agreements has been or will be taken or obtained on or prior to the applicable Delivery Date. (h) [Reserved]. (i) At the applicable Delivery Date, each of the Mortgage Loans included in the Trust will conform to the representations and warranties with respect thereto set forth in the related Transfer and Servicing Agreement. (j) If so specified in the Prospectus, certain of the Notes subject to this Agreement and offered by means of the Registration Statement may, when issued pursuant to the Indenture, be “mortgage related securities”, as such term is defined in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (k) on or before Neither the Effective Date Depositor nor the Trust will be subject to registration as an investment company under the Investment Company Act of the Registration Statement or the date of the Prospectus Supplement1940, are respectively referred to herein as amended (the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing ProspectusInvestment Company Act”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, order, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and, if applicable, the Custodial Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and neither the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement nor the consummation by the Depositor of the transactions therein contemplated, nor the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and, upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you each of the Underwriters as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsDelivery Date: (a) A registration statement on Form S-3S-3 (File Number 333-132444), including a prospectus, and such amendments thereto as may have been required to on the date hereof, hereof relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933Notes, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement statement, as amended amended, has become effectiveeffective under the Securities Act of 1933 (the “Act”). Such registration statement statement, as amended to the date of this Agreement meets the requirements set forth in Rule 415(a)(1) under the Act and complies in all other material respects with such rule. Such registration statement, as amended and the prospectus all documents incorporated therein by reference relating to the sale Notes is hereinafter referred to as the “Registration Statement.” A prospectus (the “Base Prospectus”) and prospectus supplement with respect to the offering of Certificates constituting a part thereof as from time to time amended or supplemented the Notes (including any prospectus the “Prospectus Supplement”) shall be filed with the Commission pursuant to Rule 424 (b) of the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”) under shall be collectively referred to herein as the Act, including “Prospectus.” References made herein to the Prospectus also shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were as of the date of the Prospectus, and any reference to any amendment or supplement to the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) after the date of the Prospectus and incorporated by reference in the 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 Time (as defined below) that is incorporated by reference in the Registration Statement. (b) The Depositor proposes to file with the Commission pursuant to Rule 424 under the Act a Prospectus Supplement relating to the Notes and the plan of distribution thereof and has previously advised the Underwriters of all information (financial and other) with respect to the Depositor to be set forth therein. The Commission has not issued any order preventing or suspending the use of the 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 Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or Statement. The conditions to the date use of a registration statement on Form S-3 under the Prospectus SupplementAct, are respectively referred as set forth in the General Instructions to herein as the “Registration Statement” Form S-3, and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes For purposes of this Agreement, “Effective Time” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to preparethe execution and delivery of this Agreement, after was declared effective by the final terms of all classes Commission and “Effective Date” means the date of the Certificates have been establishedEffective Time. At or prior to the time when sales to investors of the Notes were first made, either a Free Writing Prospectus that will contain substantially all information that will appear as set forth in the Prospectus Pricing Supplement (the “Time of Sale”), the Depositor had prepared or approved the following information (collectively, the “Approved Offering Materials”): each “issuer free writing prospectus” (as defined pursuant to Rule 433 under the Act, including the Time of Sale Offering Document identified in the Pricing Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or each an Iterative Information Package (such “Issuer Free Writing Prospectus”) and any other “free writing prospectus” (as defined pursuant to Rule 405 under the Act, together with the Basic Prospectus, or any Iterative Information Package, the a “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale , and any Corrective Information (as defined herein)below) or portion thereof listed as “Approved Offering Materials” in the Pricing Supplement. An “Iterative Information Package” shall mean with respect If, subsequent to any class the date of Certificatesthis Agreement, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates Depositor and the structure Underwriters have determined that such information included an untrue statement of material fact or omitted 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 and other cash flow characteristics thereofhave terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Notes, then “Approved Offering Materials” will refer to the information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known available to purchasers at the time of entry into the first such term sheetnew purchase contract, factual including any information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.corrects such

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Base Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes There are no contracts or documents of the Certificates Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been establishedso filed. (b) On the effective date of the Registration Statement, either the Registration Statement and the Base Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and did not include any untrue statement of a Free Writing Prospectus that will contain substantially all information that will appear in 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus Supplementconform, and as amended or supplemented, if applicable, will conform in all material respects to the extent requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents, any Computational Materials nor any ABS Term Sheets includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior furnished to the time of Contract of Sale (as defined herein)Depositor by any Underwriter specifically for use therein. An “Iterative Information Package” "Computational Materials" shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.those materials

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and neither the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement nor the consummation by the Depositor of the transactions therein contemplated, nor the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. ______________________) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) bee filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement statement, at the Effective Time, including any documents incorporated by reference therein at such time; "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereof, including a preliminary prospectus supplement which, as amended has become effective. Such registration statement as amended and the prospectus relating completed, is proposed to be used in connection with the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including the Notes and any prospectus filed with the Commission by the Depositor with the consent of the Underwriter pursuant to Rule 424 424(a) of the rules and regulations of the Commission (the “Rules and Regulations”; and "Prospectus" means the final prospectus dated ______________________, as first supplemented by a prospectus supplement (the "Prospectus Supplement") under relating to the ActNotes, including to be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference made herein to 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 which were as of the date of the Prospectus and any reference to any amendment or supplement to the 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 Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to and 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus or Prospectus. There are no contracts or documents of the Depositor 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 before prior to the Effective Date of the Registration Statement other than such documents or the date of the Prospectus Supplementmaterials, are respectively referred to herein if any, as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement Underwriter delivers to the Prospectus (a “Prospectus Supplement”) prepared Depositor pursuant to Section 5(a8(d) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relatesfor filing on an Additional Materials 8-K (as defined below). The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in agrees with the applicable Terms Agreement as of the date of such Terms Agreement, as followsUnderwriters that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 33-____) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended 1933 (the “"Securities Act”), have been filed with ") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”" or the "SEC") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement as amended has become effectiveRegistration Statement have been delivered by the Depositor to the Underwriters. Such registration statement as amended As used in this Agreement, "Effective Time" means the date and the prospectus relating time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each Prospectus included in such Registration Statement, or amendments thereof, including a preliminary Prospectus Supplement which, as completed, is proposed to be used in connection with the sale of the [Class _] [Series _] Certificates constituting a part thereof before it became effective under the Securities Act and any Prospectus filed with the Commission by the Depositor with the consent of the Representative pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement, as from time to time amended or supplemented (at the Effective Time, including any prospectus documents incorporated by reference therein at such time and all information contained in the final Prospectus filed with the Commission pursuant to Rule 424 424(b) of the rules Rules and regulations Regulations in accordance with Section 5(a) hereof and deemed to be a part of the Commission Registration Statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the “Rules and Regulations”; and "Prospectus" means such final Prospectus, as supplemented by a Prospectus Supplement (the "Prospectus Supplement") under relating to the Act[Class _] [Series _] Certificates, including as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424 (b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to 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 Act which were Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 19341934 (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as amended (the “case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case 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”) Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. There are no contracts or documents of the Depositor 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 before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. [and the Seller]. (a) The Depositor represents and warrants to you as of and agrees with the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsUnderwriters that: (ai) A The Depositor has filed with the Securities and Exchange Commission (the "COMMISSION"), a registration statement (No. 333-[___]) on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates [Certificates] [Notes], which has become effective. Such registration statement, as amended as of the date of this Agreement, is hereinafter referred to as the "REGISTRATION STATEMENT," and the offering thereof from time prospectus included in such Registration Statement, as supplemented to time reflect the terms of the [Certificates] [Notes] as first filed with the Commission after the date of this Agreement pursuant to and in accordance with Rule 415 424(b) ("RULE 424(b)") under the Securities Act of 1933, as amended (the “Act”"ACT"), have been filed with is hereinafter referred to as the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective"PROSPECTUS". Such registration statement as amended and the A "PRELIMINARY PROSPECTUS" means any form of prospectus, including any prospectus supplement, relating to the sale [Certificates] [Notes] used prior to the date of Certificates constituting a part thereof as from time this Agreement that is subject to time amended or supplemented (including any prospectus filed with completion. Reference made herein to the Commission pursuant Prospectus shall be deemed to Rule 424 of the rules refer to and regulations of the Commission (the “Rules and Regulations”) under the Act, including include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were Act, as of the date of the Prospectus, and any reference to any amendment or supplement to the 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”"EXCHANGE ACT") on or before the Effective Date of the Registration Statement or after the date of the Prospectus Supplement, are respectively referred and incorporated by reference in the Prospectus; and any reference to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement any amendment to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof Registration Statement shall be deemed to have supplemented include any report filed with the Prospectus only Commission with respect to the Offering Trust pursuant to Section 13(a) or 15(d) of the Series Exchange Act after the date of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and Prospectus that is incorporated by reference in the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsthat: (a) A registration statement on Form S-3S-3 (No. 333-127963) relating to asset backed notes and certificates, including a prospectusthe Offered Notes, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have has been filed by Depositor with the Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effective, has been amended by various post-effective amendments, the last of which is Post-Effective Amendment No. Such registration statement 4 that became effective on January 31, 2006, and is still effective as amended and of the prospectus relating date hereof under the Securities Act. The Depositor proposes to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed file with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission under the Securities Act (the “"Rules and Regulations”") a prospectus supplement dated May 11, 2006 (together with information referred to under the Act, including any documents incorporated by reference caption "Static Pool Data" therein pursuant to Item 12 regardless of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date whether it is deemed a part of the Registration Statement or Prospectus, the "Prospectus Supplement") to the prospectus dated May 11, 2006, relating to the Offered Notes and the method of distribution thereof. Copies of such registration statement, any amendment or supplement thereto, such prospectus, the Preliminary Prospectus and the Prospectus Supplement have been delivered to you. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date hereof, and as further supplemented by the Prospectus Supplement, are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Depositor has filed the Preliminary Prospectus and it has done so within the applicable period of time required under the Securities Act and the Rules and Regulations. (b) The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, are respectively referred to herein complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act"), and the rules and regulations of the Commission thereunder. The Registration Statement” , as of the applicable effective date as to each part of the Registration Statement pursuant to Rule 430B(f)(2) and any amendment thereto, did not include any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the “statements therein not misleading. The Preliminary Prospectus”; provided, howeveras of its date and as of the Time of Sale, did not contain an untrue statement of a material fact and did not 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. The Prospectus, as of the date of the Prospectus Supplement and as of the Closing Date, does not and will not contain any untrue statement of a material fact and did not and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the three preceding sentences do not apply to (i) that a supplement to part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Indenture Trustee under the Trust Indenture Act or (ii) that information contained in or omitted from the Registration Statement or the Prospectus (a “Prospectus Supplement”or any amendment or supplement thereto) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented in reliance upon and in conformity with the Prospectus only with respect to Underwriters' Information (as defined below). The Indenture has been qualified under the Offering Trust Indenture Act. "Underwriters' Information" consists solely of the Series of Certificates to which it relates. The conditions of Rule 415 second paragraph under the Act have been satisfied with respect to caption "Underwriting" in the Depositor Preliminary Prospectus and the Registration Statement. The Depositor further proposes to prepare, after second paragraph and the final terms of all classes of following table under the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear caption "Underwriting" in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-113636) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and 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 under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Effective Date" means the date of the Effective Time. "Registration Statement" means such registration statement statement, as amended has become effectiveamended, at the Effective Time, including any documents incorporated by reference therein at such time. Such registration statement "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereto, including a preliminary prospectus supplement that, as amended and the prospectus relating completed, is proposed to be used in connection with the sale of the Public Certificates constituting a part thereof as from time to time amended or supplemented (including and any prospectus filed with the Commission by the Depositor with the consent of the Underwriter pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”. "Prospectus" means the final prospectus dated April 26, 2004 (the "Basic Prospectus"), as supplemented by the final prospectus supplement dated August 31, 2004 (the "Prospectus Supplement") under relating to the ActPublic Certificates, including to be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference herein to 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 which were as of the date of the Prospectus. Any reference to any amendment or supplement to the 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 Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be. 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus. 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 Rules and Regulations that have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in agrees with the applicable Terms Agreement as of the date of such Terms Agreement, as followsUnderwriters that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-107577) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and 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 under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement statement, at the Effective Time, including any documents incorporated by reference therein at such time; and "Prospectus" means the final prospectus dated [ ], as amended has become effective. Such registration statement as amended and supplemented by the prospectus final Prospectus Supplement dated [ ], (the "Prospectus Supplement") relating to the sale of Certificates constituting a part thereof as from time Underwritten Notes, to time amended or supplemented (including any prospectus be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . Reference made herein to the Act, including 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 which were as of the date of the Prospectus and any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) on "), after the date of such Prospectus, as the case may be, and incorporated by reference in such Prospectus, as the case may be, as of the date of such amendment or before the Effective Date of supplement and any reference to any amendment to the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering include any report of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together filed with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.Commission pursuant to

Representations and Warranties of the Depositor. The Depositor represents and warrants to you to, and agrees with the Underwriters that as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsClosing Date: (a) A registration statement Registration Statement on Form S-3S-3 (No. 333-[___]), including a prospectus, and such amendments thereto as may have has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”), have been filed with ") and the rules and regulations (the "Rules and 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. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement as amended has become effective. Such registration statement as amended statement, at the Effective Time, including any documents incorporated by reference therein at such time; "Basic Prospectus" means such final prospectus dated October 3, 2005 and "Prospectus Supplement" means the final prospectus supplement dated November 7, 2005 relating to the Underwritten Certificates, to be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. "Prospectus" means the Basic Prospectus together with the Prospectus Supplement. The preliminary prospectus, including any preliminary prospectus supplement which, as completed, is proposed to be used in connection with the sale of the Underwritten Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus and filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Securities Act, including is hereinafter referred to as the "Preliminary Prospectus." Reference made herein to 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 Act which were Securities Act, as of the date of the Prospectus and any reference to any amendment or supplement to the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 19341934 (the "Exchange Act") after the date of the Preliminary Prospectus or the Prospectus, as amended (applicable, and incorporated by reference in the “Preliminary Prospectus or the Prospectus, as applicable, 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”) Act after the 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 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 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 before prior to the Effective Date of the Registration Statement other than such documents or the date of the Prospectus Supplementmaterials, are respectively referred to herein if any, as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement any Underwriter delivers to the Prospectus (a “Prospectus Supplement”) prepared Depositor pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. for filing on Form 8-K. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in agrees with the applicable Terms Agreement as of the date of such Terms Agreement, as followsUnderwriters that: (a) A registration statement Registration Statement on Form S-3S-3 (No. 333-3574), including a prospectusas amended, and such amendments thereto as may have has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) as amended by Pre-Effective Amendment No. 2 thereto, become effective under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement at the Effective Time, including any documents incorporated by reference therein at such time; and "Prospectus" means the final prospectus, dated July 24, 1998, as amended has become effective. Such registration statement as amended and first supplemented by a prospectus supplement, dated July 24, 1998 (the prospectus "Prospectus Supplement"), relating to the sale of Group 1 Offered Certificates constituting a part thereof and the Group 2 Offered Certificates, as from time to time amended or supplemented (including any prospectus first filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . Reference made herein to the Act, including 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 Act which were Securities Act, as of the date of the Prospectus and any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) on or before the Effective Date of the Registration Statement or "), after the date of the Prospectus Supplement, are respectively referred and incorporated by reference in the Prospectus; and any reference to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement any amendment to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof Registration Statement shall be deemed to have supplemented the Prospectus only with respect to the Offering include any report of the Series Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of Certificates to which it relates. The conditions of Rule 415 under the Exchange Act have been satisfied with respect to after the Depositor and Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued, and the Depositor further proposes has not received any notification that the Commission intends to prepare, after issue any order preventing or suspending the final terms of all classes use of the Certificates Registration Statement. There are no contracts or documents of the Depositor 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 Closing Date (defined below). The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to satisfied. To the extent that any Underwriter (A) has provided to the Depositor Collateral Term Sheets (defined below) that such information is known at Underwriter has provided to a prospective investor, the Depositor has filed such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (B) has provided to the Depositor Structural Term Sheets or Computational Materials (each as defined below) that time and minus specific sections including such Underwriter has provided to a prospective investor, the Method of Distribution section Depositor will file or an Iterative Information Package (such Free Writing Prospectus, together cause to be filed with the Basic ProspectusCommission a report on Form 8-K containing such Structural Term Sheets and Computational Material as soon as reasonably practicable after the date of this Agreement, or but in any Iterative Information Package, event not later than the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.date on

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-113636) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and 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 under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Effective Date" means the date of the Effective Time. "Registration Statement" means such registration statement statement, as amended has become effectiveamended, at the Effective Time, including any documents incorporated by reference therein at such time. Such registration statement "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereto, including a preliminary prospectus supplement that, as amended and the prospectus relating completed, is proposed to be used in connection with the sale of the Public Certificates constituting a part thereof as from time to time amended or supplemented (including and any prospectus filed with the Commission by the Depositor with the consent of the Underwriter pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”. "Prospectus" means the final prospectus dated April 26, 2004 (the "Basic Prospectus"), as supplemented by the final prospectus supplement dated September 28, 2004 (the "Prospectus Supplement") under relating to the ActPublic Certificates, including to be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference herein to 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 which were as of the date of the Prospectus. Any reference to any amendment or supplement to the 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 Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be. 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus. 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 Rules and Regulations that have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you to, and agrees with the Underwriters that as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsClosing Date: (a) A registration statement Registration Statement on Form S-3S-3 (No. 333-130870), including a prospectus, and such amendments thereto as may have has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “Securities Act”), have been filed with ) and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented thereunder, (including any prospectus ii) been filed with the Commission pursuant to Rule 424 under the Securities Act and (iii) become effective and is still effective as of the rules date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. As used in this Agreement, “Effective Time” means the date and regulations the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Commission (Effective Time; “Registration Statement” means such registration statement, at the “Rules and Regulations”) under the ActEffective Time, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under at such time; “Base Prospectus” means such final prospectus dated February 28, 2007 and “Prospectus Supplement” means the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or final prospectus supplement dated the date of this Agreement relating to the Underwritten Certificates, to be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. “Prospectus” means the Base Prospectus together with the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Underwritten Certificates have been are established, either a Free Writing Prospectus that will contain contains substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Base Prospectus, or any Iterative Information Package, the “Definitive Free Writing Preliminary Prospectus”). Reference made herein to 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 the Prospectus and any reference to any amendment or supplement to the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of the Preliminary Prospectus or the Prospectus, as applicable, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as applicable, 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 Time that is incorporated by reference in the Registration Statement. The Definitive Free Writing Commission has not issued any order preventing or suspending the use of the Prospectus must or the Preliminary 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 which are required to be provided filed as exhibits to each investor 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 time Effective Date of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificatesthe Registration Statement other than such documents or materials, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordinationif any, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties delivers to the transaction Depositor pursuant to Section 5(b) hereof for filing on Form 8-K. The conditions for use of Form S-3, as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information set forth in the Prospectus Supplement to the extent known at the time of such term sheet supplementGeneral Instructions thereto, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectushave been satisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you the Underwriters as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such the applicable Terms Agreement, as follows: (a) A registration statement on Form S-3S-3 (No. 333-______), including a prospectus, prospectus and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering of each Series thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Act”"), have has been filed with the Securities and Exchange Commission (the “"Commission”") and such registration statement statement, as amended amended, has become effective. For purposes of this Agreement, "Effective Time" means the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission and "Effective Date" means the date of the Effective Time. Such registration statement statement, as amended amended, and the prospectus and related prospectus supplement that the Depositor has filed with the Commission pursuant to Rule 424(b) relating to the sale of the Certificates of the applicable Series offered thereby constituting a part thereof thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission promulgated under the Act (the “"Rules and Regulations”) under the Act")), including any all documents incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplementreference, are respectively referred to herein as the “"Registration Statement” ", the "Prospectus" and the “Prospectus”"Prospectus Supplement"; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering offering of the Series of Certificates to which it relates. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, order, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and, if applicable, the Custodial Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and neither the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement nor the consummation by the Depositor of the transactions therein contemplated, nor the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and as of the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) As of the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date or any date on which Additional Mortgage Loans are transferred by the Depositor to the Trust (each, a "Subsequent Transfer Date"), as the case may be, each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date or any Subsequent Transfer Date, as the case may be, the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement and on any Subsequent Transfer Date, as the case may be, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, and on any Subsequent Transfer Date, as the case may be, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. Notwithstanding the foregoing, each of the Underwriters and the Depositor agrees and understands that, in accordance with and pursuant to the Pooling and Servicing Agreement, payments collected in respect of the Mortgage Loans allocable to the Additional Balances on the Mortgage Loans will not be available to the holders of the Offered Securities. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you and agrees with the underwriters named in Schedule I hereto (the "Underwriters") that as of the date hereofExecution Time (as hereinafter defined), and to each Underwriter named in the applicable Terms Agreement as of the date Applicable Time (as hereinafter defined) and as of such Terms Agreement, as followsthe Closing Date: (a) A The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement (Registration No. 333-132215) on Form S-3, including a prospectusbase prospectus and forms of prospectus supplement, for registration under the Act of the offering and sale of the Underwritten Securities, and such registration statement has become effective. The Depositor may have filed one or more amendments thereto as may have been required to the date hereof, each of which amendments has been previously furnished to the Representatives. Promptly after execution and delivery of this Underwriting Agreement, the Depositor will prepare and file with the Commission a final base prospectus and a final prospectus supplement relating to the Certificates and the offering thereof from time to time Underwritten Securities in accordance with the provisions of Rule 415 under the Securities Act of 1933, as amended (the “Act”430B and Rule 424(b), have been filed with the Securities . Any information included in such base prospectus and Exchange Commission (the “Commission”) and prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as amended has become effective"Rule 430B Information". Such registration statement as amended statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the prospectus relating documents incorporated by reference pursuant to the sale of Certificates constituting Act at such time and documents otherwise deemed to be a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of included therein by the rules and regulations (the "Rules and Regulations") of the Commission (the “Rules and Regulations”) under the Act, is herein called the "Registration Statement"; provided that references to the Registration Statement or other matters relating to the Registration Statement shall be deemed to be references to the Registration Statement or such other matters relating to the Registration Statement as of the Effective Date (as hereinafter defined). The Registration Statement at the time it originally became effective is herein called the "Original Registration Statement." "Base Prospectus" means the base prospectus included in the Registration Statement, as amended at the time of the filing of the Prospectus. "Prospectus" means the prospectus supplement to the Base Prospectus that is first filed after the Execution Time pursuant to Rule 424(b), together with the Base Prospectus, as amended at the time of such filing, including any the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time execution of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectusthis Agreement.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, yregulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and, if applicable, the Custodial Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, and certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened, that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and neither the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement nor the consummation by the Depositor of the transactions therein contemplated, nor the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and as of the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) As of the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date or any date on which Subsequent Mortgage Loans are transferred by the Depositor to the Trust (each, a "Subsequent Funding Date"), as the case may be, each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date or any Subsequent Funding Date, as the case may be, the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement and on any Subsequent Transfer Date, as the case may be, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, and on any Subsequent Transfer Date, as the case may be, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. Notwithstanding the foregoing, each of the Underwriters and the Depositor agrees and understands that, in accordance with and pursuant to the Pooling and Servicing Agreement, payments collected in respect of the Mortgage Loans allocable to the Additional Balances on the Mortgage Loans will not be available to the holders of the Offered Securities. (p) The Pooling and Servicing Agreement is not required lo be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsthat: (a) A registration statement on Form S-3S-3 (No. 333-[______]) relating to asset backed notes and certificates, including a prospectusthe Certificates, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have has been filed by Depositor with the Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effectiveeffective and is still effective as of the date hereof under the Securities Act. Such registration statement as amended and the prospectus relating The Depositor proposes to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed file with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission under the Securities Act (the “"Rules and Regulations”") a prospectus supplement dated ________, 200__ (together with information referred to under the Act, including any documents incorporated by reference caption "Static Pool Data" therein pursuant to Item 12 regardless of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date whether it is deemed a part of the Registration Statement or Prospectus, the "Prospectus Supplement") to the prospectus dated ________, 200__, relating to the Certificates and the method of distribution thereof. Copies of such registration statement, any amendment or supplement thereto, such prospectus, the Preliminary Prospectus and the Prospectus Supplement have been delivered to you. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date of hereof, and as further supplemented by the Prospectus Supplement, are respectively hereinafter referred to herein as the “"Registration Statement” " and the “"Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates," respectively. The conditions to the use of Rule 415 a registration statement on Form S-3 under the Securities Act have been satisfied with respect to the Depositor and the Registration Statementsatisfied. The Depositor further proposes to prepare, after has filed the final terms Preliminary Prospectus and it has done so within the applicable period of all classes of time required under the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates Securities Act and the structure Rules and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusRegulations.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter agrees with, the several underwriters named in Schedule 1 (the applicable Terms Agreement as of the date of such Terms Agreement, as follows“Underwriters”) that: (a) A The Depositor meets or will meet the requirements for use of Form SF-3 under the Act (including the Registrant Requirements and the Transaction Requirements, each as of the [Initial] Closing Date, and each in the General Instructions to Form SF-3) and has prepared and filed with the Commission a registration statement on Form S-3(No. 333-[•]), including a prospectus, on Form SF-3 pursuant to Rule 415 under the Act on [•], 2018, as amended by [ ] for the registration under the Act of asset-backed securities (issuable in series and such amendments thereto classes thereof), including the Offered Notes, which registration statement has become effective, and a copy of which, as may have been required amended to the date hereof, relating has heretofore been delivered to the Certificates Underwriters. The Depositor has filed or will file with the Commission, pursuant to Rule 424(h), one or more Preliminary Prospectuses not later than the third business day before the Applicable Time and has delivered the Final Preliminary Prospectus [and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating Additional Information Statement] to the sale of Certificates constituting a part thereof as from time Underwriters at least 48 hours prior to time amended or supplemented (including any prospectus filed the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424 424(b) a Final Prospectus relating to the Offered Notes and the method of the rules and regulations of the Commission distribution thereof. (the “Rules and Regulations”b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before On the Effective Date of Date, the Registration Statement or complied, and when the date Final Preliminary Prospectus is first filed in accordance with Rule 424(h) and the Final Prospectus is first filed in accordance with Rule 424(b), the Final Preliminary Prospectus and the Final Prospectus will comply, in all material respects, with the applicable requirements of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”Act; provided, however, that the Depositor has prepared the Final Preliminary Prospectus and the Final Prospectus in reliance upon and in conformity with the guidance from the Staff of the Commission set forth in the No-Action Letter, dated November 23, 2010, regarding Regulation AB Items 1103(a)(9) and 1120 (the “No-Action Letter”); on the Effective Date, the Registration Statement did not contain any untrue statement of a supplement material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the [Initial] Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) (i) in reliance upon and in conformity with the Underwriter Information (as defined in Section 8(b)) or (ii) relating to and included in the ABS Tables [or (iii) relating to and included in the Swap Information]. As of the [Initial] Closing Date, the representations and warranties of the Depositor in a pooling agreement, to be dated as of the [Initial] Closing Date (the “Prospectus SupplementPooling Agreement”), between Ally Bank and the Depositor, in the Trust Sale Agreement, in the Servicing Agreement and in the Trust Agreement will be true and correct in all material respects. (c) prepared pursuant As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to Section 5(a) hereof shall be deemed state any material fact necessary in order to have supplemented make the Prospectus only with respect statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the Offering information contained in or omitted from the Disclosure Package (i) in reliance upon and in conformity with the Underwriter Information or (ii) included in the ABS Tables [or (iii) included in the Swap Information]. (d) At the earliest time after the filing of the Series of Certificates to which it relates. The conditions Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 415 under 164(h)(2)) of the Act have been satisfied with respect to Offered Notes, the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear was not an “ineligible issuer,” as defined in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package Rule 405. (such e) Each Issuer Free Writing Prospectus, together as of its issue date, does not and will not include any information that conflicts or will conflict with the Basic Prospectusinformation then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Issuer Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one in reliance upon and in conformity with the Underwriter Information or more term sheets (ii) relating to the ABS Tables [or other Written Communications(iii) relating to the Swap Information]. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or does occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, providing information about that class in the light of Certificates the circumstances under which they were made, not misleading, (i) the Depositor has notified or will promptly notify the Underwriters and (ii) the structure Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (f) This Agreement has been duly authorized, executed and other cash flow characteristics thereof, information regarding delivered by the payment priority Depositor. (g) As of such certificatesits date, the basic terms Final Preliminary Prospectus did not include any untrue statement of a material fact or omit to state any credit enhancementsmaterial fact necessary in order to make the statements therein, including any subordinationin the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at information contained in or omitted from the time of such term sheet, Final Preliminary Prospectus (i) in reliance upon and in conformity with the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheetUnderwriter Information, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information included in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and ABS Tables [(iii) relating to the ProspectusSwap Information] or [(iii)][(iv)] constituting pricing and price dependent information, which may be provided by a link to a website. Each of the items described in (i) and (ii) information shall appear in the preceding sentence shall constitute a Free Writing Final Prospectus but not in the Final Preliminary Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereof, hereof and to each Underwriter the Underwriters named in the applicable Terms Agreement as of the date of such Terms Agreement, as follows: (a) A a registration statement on Form S-3, including a prospectus, prospectus and such amendments thereto as may have been required to the date hereof, relating to asset-backed securities (including the Certificates Notes) and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Act”"), have has been filed with the Securities and Exchange Commission (the “"Commission”") and such registration statement statement, as amended amended, has become effective. Such ; such registration statement statement, as amended amended, and the prospectus relating to the sale of Certificates the securities offered thereby by the Depositor constituting a part thereof thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”") under the Act, and including any documents incorporated by reference therein pursuant to Item item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the such Prospectus SupplementSupplement (other than any such incorporated documents that relate to Collateral Term Sheets, as defined herein)), are respectively referred to herein as the “"Registration Statement” " and the “"Prospectus”"; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof (a "Prospectus Supplement") shall be deemed to have supplemented the Prospectus only with respect to the Offering offering of the Series of Certificates the Notes to which it relates. The ; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and Registration Statements; (b) on the effective date of the Registration Statement. The Depositor further proposes , the Registration Statement and the Prospectus conformed as to prepare, after form in all respects to the final terms of all classes requirements of the Certificates have been establishedAct and the Rules and Regulations thereunder, either and did not include any untrue statement of a Free Writing Prospectus that will contain substantially all information that will appear material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and, on the date of each Terms Agreement and on each Closing Date (as defined in Section 3), the Registration Statement and the Prospectus Supplementwill conform in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents included or will include as of such date 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 in light of the circumstances under which they were made; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from (A) such Registration Statement or such Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished to the Depositor by or on behalf of the Underwriters specifically for use in the preparation thereof or (B) any Current Report (as defined in Section 5(b) 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); (c) the Depositor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own its assets and conduct its business as described in the Prospectus, is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Depositor, and the Depositor is conducting its business so as to comply in all material respects with the applicable statutes, ordinances, rules and regulations of each jurisdiction in which it is conducting business; (d) the Notes of the Series to which this Agreement relates conform, or will conform as of the Closing Date specified in the related Sale and Servicing Agreement, to the extent that description thereof contained in the Registration Statement and the Prospectus; and the Notes of such information is known at that time Series, on the Closing Date, will have been duly and minus specific sections including validly authorized and, when such Notes are duly and validly executed on behalf of the Method Trust, authenticated by the Indenture Trustee and delivered in accordance with such Sale and Servicing Agreement and the Indenture and delivered and paid for as provided herein, will be validly issued and outstanding and entitled to the benefits and security afforded by the Indenture; (e) the execution and delivery by the Depositor of Distribution section this Agreement, each applicable Terms Agreement, each applicable Sale and Servicing Agreement and Indenture and the Notes of a Series, are within the corporate power of the Depositor; and have been, or an Iterative Information Package (will have been, duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery by the Depositor of such Free Writing Prospectusinstruments; nor the consummation by the Depositor of the transactions herein or therein contemplated, together nor the compliance by the Depositor with the Basic Prospectusprovisions hereof or thereof, will, (A) conflict with or result in a breach of, or constitute a default under, any of the provisions of the certificate of incorporation or by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or any of its properties, or any Iterative Information Packageof the provisions of any servicing agreement or any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of the Depositor's property pursuant to the terms of any such indenture, mortgage, contract or other instrument; (f) this Agreement has been and, at the Closing Date, each applicable Terms Agreement will have been duly authorized, executed and delivered by the Depositor; (g) at the applicable Closing Date, the “Definitive Free Writing Prospectus”Trust will have entered into the related Indenture and, assuming the due authorization, execution and delivery thereof by the other parties thereto, such Indenture (on such Closing Date) will constitute the valid and binding agreement of the Trust enforceable against the Trust in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting creditors' rights generally as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Definitive Free Writing Prospectus must ; (h) at the date thereof, each applicable Sale and Servicing Agreement and Trust Agreement will constitute a valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting creditors' rights generally as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (i) all approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid authorization, issuance and sale of the Notes of a Series pursuant to this Agreement, the applicable Terms Agreement, and the applicable Sale and Servicing Agreement and Indenture, has been or will be provided to each investor taken or obtained on or prior to the Closing Date specified in such Sale and Servicing Agreement or Indenture; (j) at the applicable Closing Date or Subsequent Transfer Date, as the case may be, any Mortgage Loans included in the related Trust Fund will meet the criteria for selection described in the Prospectus; (k) at the applicable Closing Date or Subsequent Transfer Date, as the case may be, any Mortgage Note and each mortgage held by the related Trust will constitute a valid and binding instrument, enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (l) the Notes of a Series subject to this Agreement and offered by means of the Registration Statement will, when issued pursuant to the applicable Indenture, be "mortgage-related securities," as such term is defined in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for so long as they are rated in one of the two highest rating categories of a nationally recognized statistical rating agency; (m) at the date of its execution and delivery, each Servicing Agreement, if any, constituted or will constitute a valid and binding agreement, and is or will be enforceable by the Trust against the applicable Servicer in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors, rights generally as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (n) at the applicable Closing Date, any FHA Loan held by the related Trust will be insured by the FHA, such insurance to be evidenced in each case by a mortgage insurance certificate duly and validly issued by the Secretary of Housing and Urban Development, and each contract of mortgage insurance covering an FHA Loan will constitute a valid and binding obligation of the FHA; at the applicable Closing Date or Subsequent Transfer Date, as the case may be, any VA Loan held by the related Trust will be partially guaranteed by the VA, such guaranty to be evidenced in each case by a certificate duly and validly issued by the VA, and each guaranty covering a VA Loan will constitute a valid and binding obligation of the VA; (o) the Trust is not an investment company subject to registration with respect to each Series under the Investment Company Act of 1940, as amended (the "Investment Company Act") and is not under the control of an investment company; (p) the Indenture has been qualified under the Trust Indenture Act; (q) at the applicable Closing Date, the representations and warranties made by the Depositor in the applicable Trust Agreement and Sale and Servicing Agreement will be true and correct; (r) at the time of Contract the execution and delivery of the applicable Sale and Servicing Agreement, the Depositor will be the beneficial owner of the Primary Assets (as defined herein). An “Iterative Information Package” shall mean other than any Retained Interest with respect to such Primary Assets) being transferred to the Trust pursuant thereto, free and clear of any lien or other encumbrance, and will not have assigned to any person any of its right, title or interest in the Primary Assets or in such Sale and Servicing Agreement or the Notes being issued pursuant to the Indenture; (s) at each Subsequent Transfer Date, the Depositor will be the beneficial owner of the related Subsequent Primary Assets (other than any Retained Interest with respect to such Subsequent Primary Assets) being transferred to the Trust on such Subsequent Transfer Date, free and clear of any lien of other encumbrance, and will not have assigned to any person any of its right, title or interest in the Subsequent Primary Assets or the Notes being issued pursuant to the Indenture; (t) at the time of the execution and delivery of the applicable Sale and Servicing Agreement, the Depositor will have the power and authority to transfer the Primary Assets to the Trust and to transfer the Notes to each of the Underwriters and, upon execution and delivery to the Trust of the Sale and Servicing Agreement and delivery to each of the Underwriters of the Notes, the Primary Assets constituting a portion of the assets of the Trust will have been duly and validly assigned to the Trust in accordance with the terms of the Sale and Servicing Agreement; (u) at the applicable Closing Date with respect to any class of CertificatesSeries, collectively any Private Mortgage-Backed Securities deposited into the following documents: related Trust will be duly and validly assigned, delivered and pledged to the Indenture Trustee or its nominee and have been either (i) one duly and validly registered in the name of the Indenture Trustee or more term sheets its nominee; or (ii) delivered to the Indenture Trustee for registration in the name of the Indenture Trustee or its nominee and all other steps required, other than the registration of such Private Mortgage-Backed Securities in the name of the Indenture Trustee or its nominee, will have been taken in order to effect such registration; and, upon such registration, the Indenture Trustee will have acquired either the sole ownership interest, or a duly and validly perfected security interest, in all such Private Mortgage-Backed Securities, subject to no prior lien or other Written Communicationsencumbrance; (v) any taxes, providing information about that class fees and other governmental charges in connection with the execution, delivery and issuance of Certificates this Agreement, the applicable Sale and Servicing Agreement, the applicable Indenture and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known Notes have been or will be paid at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties or prior to the transaction as known at the time of such term sheetapplicable Closing Date; (w) this Agreement does, and the taxapplicable Trust Agreement, ERISA Indenture and SMMEA characteristics Sale and Servicing Agreement, the applicable Terms Agreement and any applicable insurance policies or types of that class of Certificates as known credit enhancement will, conform in all material respects to the descriptions thereof contained in the Prospectus; and (x) at the time of such term sheetapplicable Closing Date with respect to a Series, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information Notes shall have received the rating or ratings specified in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectusrelated Terms Agreement.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you each of the Underwriters as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsDelivery Date: (a) A registration statement on Form S-3, S-3 (File Number 333-125910) including a prospectus, prospectus (the “Base Prospectus”) and such amendments thereto as may have been required to on the date hereof, hereof relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have Notes has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement statement, as amended amended, has been filed and has become effectiveeffective under the Securities Act of 1933 (the “Act”). Such registration statement statement, as amended to the date of this Agreement meets the requirements set forth in Rule 415(a)(1) under the Act and complies in all other material respects with such rule. Such registration statement, as amended and the prospectus all documents incorporated therein by reference relating to the sale Notes is hereinafter referred to as the “Registration Statement”; such Base Prospectus, the form of Certificates constituting a part thereof as from time which is contained in the Registration Statement; and any supplement to time amended or supplemented the Base Prospectus with respect to the offering of the Notes (including any prospectus the “Prospectus Supplement”), which shall be filed with the Commission pursuant to Rule 424 (b) of the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”) under shall be collectively referred to herein as the Act, including “Prospectus.” References made herein to the Prospectus also shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were as of the date of the Prospectus, and any reference to any amendment or supplement to the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) after the date of the Prospectus and incorporated by reference in the 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 Time (as defined below) that is incorporated by reference in the Registration Statement. (b) The Depositor proposes to file with the Commission pursuant to Rule 424 under the Act a Prospectus Supplement relating to the Notes and the plan of distribution thereof and has previously advised the Underwriters of all further information (financial and other) with respect to the Depositor to be set forth therein. The Commission has not issued any order preventing or suspending the use of the 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 Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or Statement. The conditions to the date use of a registration statement on Form S-3 under the Prospectus SupplementAct, are respectively referred as set forth in the General Instructions to herein as the “Registration Statement” Form S-3, and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes For purposes of this Agreement, “Effective Time” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to preparethe execution and delivery of this Agreement, after was declared effective by the final terms of all classes Commission and “Effective Date” means the date of the Certificates have been establishedEffective Time. At or prior to the time when sales to investors of the Notes were first made, either a Free Writing Prospectus that will contain substantially all information that will appear as set forth in the Prospectus SupplementPricing Supplement (the “Time of Sale”), the Depositor had prepared or approved the following information (collectively, the “Approved Offering Materials”): each “issuer free writing prospectus” (as defined pursuant to Rule 433 under the extent that such information is known at that time and minus specific sections Act, including the Method Time of Distribution section or Sale Document, each an Iterative Information Package (such “Issuer Free Writing Prospectus”) and any other “free writing prospectus” (as defined pursuant to Rule 405 under the Act, together with the Basic Prospectus, or any Iterative Information Package, the a “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale , any Corrective Information (as defined herein)below) or portion thereof listed as “Approved Offering Materials” in the Pricing Supplement. An “Iterative Information Package” shall mean with respect If, subsequent to any class the date of Certificatesthis Agreement, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates Depositor and the structure Underwriters have determined that such information included an untrue statement of material fact or omitted 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 and other cash flow characteristics thereofhave terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Notes, then “Approved Offering Materials” will refer to the information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known available to purchasers at the time of entry into the first such term sheetnew purchase contract, factual including any information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.that

Representations and Warranties of the Depositor. The Depositor represents and warrants to you to, and agrees with the Underwriters that as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsClosing Date: (a) A registration statement Registration Statement on Form S-3S-3 (No. 333-74623), including a prospectus, and such amendments thereto as may have has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”), have been filed with ") and the rules and regulations (the "Rules and 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. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement as amended has become effective. Such registration statement as amended statement, at the Effective Time, including any documents incorporated by reference therein at such time; "Basic Prospectus" means such final prospectus dated _____ __, ____; and "Prospectus Supplement" means the final prospectus supplement relating to the sale of Certificates constituting a part thereof as from time Offered Certificates, to time amended or supplemented (including any prospectus be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . "Prospectus" means the Act, including Basic Prospectus together with the Prospectus Supplement. Reference made herein to 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 Act which were Securities Act, as of the date of the Prospectus and any reference to any amendment or supplement to the 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 Prospectus, and incorporated by reference in the 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the 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 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 before prior to the Effective Date of the Registration Statement other than such documents or materials, if any, as any Underwriter delivers to the Depositor pursuant to Section 8(d) hereof for filing on Form 8-K. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. To the extent that any Underwriter has provided to the Depositor Computational Materials that such Underwriter has provided to a prospective investor, the Depositor will file or cause to be filed with the Commission a report on Form 8-K containing such Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than 11:00 a.m. New York time the date on which the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement is made available to the Prospectus (a “Prospectus Supplement”) prepared Underwriter and is filed with the Commission pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering Rule 424 of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor Rules and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusRegulations.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-91334) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and 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 under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Effective Date" means the date of the Effective Time. "Registration Statement" means such registration statement statement, as amended has become effectiveamended, at the Effective Time, including any documents incorporated by reference therein at such time. Such registration statement "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereto, including a preliminary prospectus supplement that, as amended and the prospectus relating completed, is proposed to be used in connection with the sale of the Public Certificates constituting a part thereof as from time to time amended or supplemented (including and any prospectus filed with the Commission by the Depositor with the consent of the Underwriter pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”. "Prospectus" means the final prospectus dated September 25, 2003 (the "Basic Prospectus"), as supplemented by the final prospectus supplement dated March 26, 2004 (the "Prospectus Supplement") under relating to the ActPublic Certificates, including to be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference herein to 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 which were as of the date of the Prospectus. Any reference to any amendment or supplement to the 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 Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be. 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus. 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 Rules and Regulations that have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, hereof as follows: (a) A The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement (File No. 333-141613) on Form S-3, including a prospectus, and such amendments thereto as may have been required to S-3 for the date hereof, relating to registration of the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"1933 Act”"), have been filed with the Securities and Exchange Commission (the “Commission”) and such which registration statement as amended has become effective. Such registration statement as amended The Depositor proposes to and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed will file with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”424(b) under the 1933 Act a supplement to the form of prospectus included in such registration statement relating to the Certificates and the plan of distribution thereof. Such registration statement, including the exhibits thereto and information that is contained in the Prospectus (as defined below) and is deemed to be part of and included in such registration statement, as such registration statement may have been amended or supplemented at the date of the Prospectus, and including the Prospectus, is hereinafter referred to as the "Registration Statement"; the prospectus first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act, including any documents incorporated by reference therein is hereinafter referred to as the "Base Prospectus"; such form of supplement to the Base Prospectus relating to the Certificates, in the form first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Item 12 Rule 424(b) under the 1933 Act (including the Base Prospectus as so supplemented) is hereinafter referred to as the "Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement, together, are hereinafter referred to as the "Prospectus." The conditions to the use of a registration statement on Form S-3 under the Act which were filed under the Securities Exchange Act of 19341933 Act, as amended (set forth in the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus SupplementGeneral Instructions to Form S-3, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the 1933 Act have been satisfied with respect to the Depositor Registration Statement; and no other amendment to the Registration Statement will be filed which shall have been reasonably disapproved by you promptly after reasonable notice thereof. There is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and the Registration Statement. The Depositor further proposes is not aware of any proceeding for that purpose having been instituted or threatened; and there has been no notification with respect to prepare, after the final terms suspension of all classes the qualification for sale of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear for sale in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, any jurisdiction or any Iterative Information Package, proceeding for such purpose having been instituted or threatened; (b) the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: Registration Statement (i) one or more term sheets or other Written Communications, providing information about that class on its effective date and on the date of Certificates the then most recently filed Prospectus Supplement conformed in all respects to the requirements of the 1933 Act and the structure rules and other cash flow characteristics thereof, information regarding regulations thereunder (the payment priority "Rules and Regulations") and did not include any untrue statement of such certificates, a material fact or omit to state any material fact required to be stated therein or necessary to make the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) statements therein not misleading and (ii) on the date hereof will conform in all respects to the requirements of the 1933 Act and the Rules and Regulations thereunder and will 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 and the Prospectus on the date hereof and on the Specified Delivery Date (as defined in Section 3 hereof) will conform in all respects to the requirements of the 1933 Act and the Rules and Regulations thereunder and will 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, in the preceding sentence shall constitute a Free Writing Prospectus.light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from either the Registration Statement or the Prospectus to the extent based upon and in conformity with (A)

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a- 5(b) hereof shall be deemed to have supplemented the base Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the base Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform these Standard Provisions, the Underwriting Agreement, the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Indenture, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Indenture. (g) The execution and delivery by the Depositor of these Standard Provisions, the Underwriting Agreement, the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement are within the corporate power of the Depositor and none of the execution and delivery by the Depositor of these Standard Provisions, the Underwriting Agreement, the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, the consummation by the Depositor of the transactions therein contemplated, or the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement, the “Definitive Free Writing Unaffiliated Seller's Agreement and the Sale and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement, the Unaffiliated Seller's Agreement or the Sale and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date, each of the Mortgage Loans which is a subject of the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date, the representations and warranties made by the Depositor both the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Issuer pursuant to the Sale and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person (other than the Issuer and the Indenture Trustee) any of its right, title or interest in such Mortgage Loans or in such Unaffiliated Seller's Agreement or such Sale and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Issuer and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Issuer of the Sale and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities. (p) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, these Standard Provisions, the Indenture, the Sale and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you the Underwriter as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such the applicable Terms Agreement, as follows: (a) A registration statement on Form S-3, S-3 (No. 333-127912) including a prospectus, prospectus and such amendments thereto as may have been required to on the date hereof, hereof relating to the Certificates Notes and the offering of each Series thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement statement, as amended amended, has become effectiveeffective under the Act. For purposes of this Agreement, “Effective Time” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission and “Effective Date” means the date of the Effective Time. Such registration statement statement, as amended amended, and the prospectus relating to the sale of Certificates the Notes of the applicable Series offered thereby constituting a part thereof thereof, as from time to time amended or supplemented (including any prospectus relating to the Notes filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”) under the Act)), including all documents incorporated therein by reference relating to the Series of Notes to which the Terms Agreement relates, are respectively referred to as the “Registration Statement” and the “Base Prospectus”; provided, however, that a supplement to such Base Prospectus prepared pursuant to Section 5(a) shall be deemed to have supplemented the Base Prospectus only with respect to the offering of the Series of Notes to which it relates (any such supplement for a Series of Notes, the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). Reference made herein to 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 Act which were as of the date of the Prospectus and any reference to any amendment or supplement to the 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 Prospectus and incorporated by reference in the 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the 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 which are required to be filed as exhibits to the Registration Statement pursuant to the Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or Statement. The conditions to the date use of a registration statement on Form S-3 under the Prospectus SupplementAct, are respectively referred as set forth in the General Instructions to herein as the “Registration Statement” Form S-3, and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act Act, have been satisfied with respect to the Depositor Registration Statement. (b) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the 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 Act and the Rules and Regulations. The Registration Statement, as of the Effective Date thereof and of any amendment thereto, 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 Depositor further proposes to prepareProspectus for a Series of Notes identified in the related Terms Agreement, after the final terms as of all classes its date, and as amended or supplemented as of the Certificates have been establishedClosing Date, either does not and will not contain any untrue statement of a Free Writing 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 Prospectus in reliance upon and in conformity with written information furnished to the Depositor in writing by the Underwriter expressly for use therein, it being understood that will contain substantially all such information is limited to the information identified in the related Terms Agreement as the “Underwriter’s Information.” The Depositor acknowledges that will appear the Underwriter’s Information constitutes the only information furnished in writing to you or on your behalf for use in connection with the preparation of the Prospectus Supplement, and the Underwriter confirms that the Underwriter’s Information is correct. The Prospectus delivered to the Underwriter for use in connection with the offering of the related Series of Notes was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent that permitted by Regulation S-T. (c) The documents incorporated by reference in the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and any further documents so filed and incorporated by reference in the Prospectus, when such information documents are filed with the Commission, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder. (d) The Depositor has been duly organized and is known at that validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own its assets and conduct its business as described in the Prospectus, is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Depositor, and is conducting its business so as to comply in all material respects with the applicable statutes, ordinances, rules and regulations of the jurisdictions in which it is conducting business. (e) There are no actions, proceedings or investigations pending with respect to which the Depositor has received service of process or, to the knowledge of the Depositor, threatened by or before any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject (i) which if determined adversely to the Depositor would have a material adverse effect on the business or financial condition of the Depositor, (ii) asserting the invalidity of any of the Operative Agreements or the related Series of Notes, (iii) seeking to prevent the issuance of the related Series of Notes or the consummation by the Depositor of any of the transactions contemplated by any of the Operative Agreements or (iv) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of the Operative Agreements or the related Series of Notes. (f) The related Operative Agreements and the related Notes conform, or will conform as of the related Delivery Date, to the description thereof contained in the Registration Statement, the related Prospectus and any Issuer Free Writing Prospectus; and the Notes of a Series, on the Delivery Date set forth in the related Terms Agreement, will have been duly and validly authorized and, when such Notes are duly and validly executed by the Trust, authenticated by the Indenture Trustee or the Trust Administrator and delivered in accordance with such Operative Agreements and delivered and paid for as provided herein, will be validly issued and outstanding and entitled to the benefits afforded by the related Operative Agreements. (g) The execution and delivery by the Depositor of this Agreement and the other related Operative Agreements to which it is a party are within the corporate power of the Depositor and have been, or will have been on the related Delivery Date, duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery by the Depositor of such instruments, nor the consummation by the Depositor of the transactions herein or therein contemplated, nor the compliance by the Depositor with the provisions hereof or thereof, will (i) conflict with or result in a breach of, or constitute a default under, any of the provisions of the certificate of incorporation or by-laws of the Depositor, (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, (iii) conflict with any of the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (h) At the date thereof, each Agreement to which the Depositor is a party will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect, and minus specific sections including to general principles of equity. (i) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the Method state securities or Blue Sky laws of Distribution section various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes of the related Series pursuant to this Agreement and the other related Operative Agreements has been or an Iterative Information Package will be taken or obtained on or prior to the applicable Delivery Date. (such j) At the applicable Delivery Date, each of the Mortgage Loans included in the Trust will conform to the representations and warranties with respect thereto set forth in the related Mortgage Loan Purchase Agreement and the Depositor will (i) have equitable title to the interest in the Mortgage Loans, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”), (ii) not have assigned to any person (other than the Trust) any of its right, title or interest in the Mortgage Loans, and (iii) have the power and authority to sell its interest in the Mortgage Loans to the Trust and to sell the related Series of Notes to the Underwriter. Upon execution and delivery of the related Transfer and Servicing Agreement by the Owner Trustee, the Owner Trustee will have acquired beneficial ownership of all of the Depositor’s title and interest in and to the Mortgage Loans, which will in turn be pledged to the Indenture Trustee in accordance with the terms of the Indenture. (k) If so specified in the Prospectus and any Issuer Free Writing Prospectus, together with certain of the Basic ProspectusNotes subject to this Agreement and offered by means of the Registration Statement may, or any Iterative Information Packagewhen issued pursuant to the Indenture, be “mortgage related securities”, as such term is defined in Section 3(a)(41) of the Exchange Act. (l) Neither the Depositor nor the Trust will be subject to registration as an investment company under the Investment Company Act of 1940, as amended (the “Definitive Investment Company Act”). (m) Since the respective dates as of which information provided by the Seller or the Depositor is given in the Prospectus and any Issuer Free Writing Prospectus”). The Definitive , there has not been any material adverse change in the general affairs, management, financial condition, or results of operations of the Depositor or any Seller, otherwise than as set forth or contemplated in the Prospectus as supplemented or amended as of the Closing Date. (n) Any certificate signed by an officer of the Depositor and delivered to the Underwriter or counsel for the Underwriter in connection with an offering of the Notes shall be deemed, and shall state that it is, a representation and warranty of the Depositor as to the matters covered thereby on the date of such certificate to each person to whom the representations and warranties in this Section 2 are made. (o) As of the date of delivery, there are no Mortgage Pool Errors (as defined below) in any of the information provided to the Underwriter regarding the Mortgage Loans and such information is true and correct in all material respects or, if there is any material error in any such information, the Depositor has promptly provided corrected information to the Underwriter. (p) On the Closing Date, the Mortgage Loans will conform in all material respects to the description thereof contained in the Prospectus and any Issuer Free Writing Prospectus must and the representations and warranties contained in this Agreement will be provided to each investor prior true and correct in all material respects. The representations and warranties of the Seller and the Depositor set out in the Transfer and Servicing Agreement are hereby made to the time Underwriter as though set out herein, and at the dates specified therein, such representations and warranties were and will be true and correct in all material respects. (q) Each of Contract the Seller and the Depositor possess all material licenses, certificates, permits or other authorizations issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it and as described in the Prospectus and there are no proceedings pending or, to the best knowledge of Sale the Depositor, threatened, relating to the revocation or modification of any such license, certificate, permit or other authorization which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the business, operations, results of operations, financial position, income, property or assets of either the Seller or the Depositor. (r) The Depositor is not aware of (i) any request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose, or (iii) any notification with respect to the suspension of the qualification of the related Series of Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (s) The Depositor is not, as of the date upon which it delivers the Approved Offering Materials (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordinationan Ineligible Issuer, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.is defined in

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Base Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and, if applicable, the Custodial Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and neither the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement nor the consummation by the Depositor of the transactions therein contemplated, nor the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement, and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, and on any Subsequent Transfer Date, as the case may be, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered securities, in each case free and clear of any Liens. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-91334) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and 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 under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Effective Date" means the date of the Effective Time. "Registration Statement" means such registration statement statement, as amended has become effectiveamended, at the Effective Time, including any documents incorporated by reference therein at such time. Such registration statement "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereto, including a preliminary prospectus supplement that, as amended and the prospectus relating completed, is proposed to be used in connection with the sale of the Public Certificates constituting a part thereof as from time to time amended or supplemented (including and any prospectus filed with the Commission by the Depositor with the consent of the Underwriter pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”. "Prospectus" means the final prospectus dated September 25, 2003 (the "Basic Prospectus"), as supplemented by the final prospectus supplement dated October 29, 2003 (the "Prospectus Supplement") under relating to the ActPublic Certificates, including to be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference herein to 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 which were as of the date of the Prospectus. Any reference to any amendment or supplement to the 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 Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be. 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus. 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 Rules and Regulations that have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-91334) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented thereunder, (including any prospectus ii) been filed with the Commission pursuant under the Securities Act and (iii) become effective under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to Rule 424 the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Effective Date" means the date of the rules and regulations of Effective Time. "Registration Statement" means such registration statement, as amended, at the Commission (the “Rules and Regulations”) under the ActEffective Time, including any documents incorporated by reference therein at such time. "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereto, including any preliminary prospectus supplement that, as completed, is proposed to be used in connection with the sale of the Certificates and any prospectus filed with the Commission by the Depositor with the consent of the Underwriter pursuant to Item Rule 424(b) of the Rules and Regulations. "Prospectus" means the final prospectus dated September 25, 2003 (the "Basic Prospectus"), as supplemented by the final prospectus supplement dated September 25, 2003 (the "Prospectus Supplement") relating to the Certificates, to be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference herein to 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 which were as of the date of the Prospectus. Any reference to any amendment or supplement to the 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 Preliminary Prospectus, if any, or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus, if any, or the Prospectus, as the case may be. 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus, if any, or the Prospectus. 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 Rules and Regulations that have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you to, and agrees with the Underwriters that as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsClosing Date: (a) A registration statement Registration Statement on Form S-3S-3 (No. 333-130870), including a prospectus, and such amendments thereto as may have has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “Securities Act”), have been filed with ) and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented thereunder, (including any prospectus ii) been filed with the Commission pursuant to Rule 424 under the Securities Act and (iii) become effective and is still effective as of the rules date hereof under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. As used in this Agreement, “Effective Time” means the date and regulations the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Commission (Effective Time; “Registration Statement” means such registration statement, at the “Rules and Regulations”) under the ActEffective Time, including any documents incorporated by reference therein at such time; “Base Prospectus” means such final prospectus dated April 3, 2006 and “Prospectus Supplement” means the final prospectus supplement dated January 16, 2007 relating to the Underwritten Certificates, to be filed with the Commission pursuant to Item 12 paragraphs (2), (3) or (5) of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”Rule 424(b) on or before the Effective Date of the Registration Statement or Rules and Regulations. “Prospectus” means the date of Base Prospectus together with the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Underwritten Certificates have been are established, either a Free Writing Prospectus that will contain contains substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Base Prospectus, or any Iterative Information Package, the “Definitive Free Writing Preliminary Prospectus”). Reference made herein to 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 the Prospectus and any reference to any amendment or supplement to the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of the Preliminary Prospectus or the Prospectus, as applicable, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as applicable, 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 Time that is incorporated by reference in the Registration Statement. The Definitive Free Writing Commission has not issued any order preventing or suspending the use of the Prospectus must or the Preliminary 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 which are required to be provided filed as exhibits to each investor 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 time Effective Date of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificatesthe Registration Statement other than such documents or materials, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordinationif any, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties delivers to the transaction Depositor pursuant to Section 5(b) hereof for filing on Form 8-K. The conditions for use of Form S-3, as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information set forth in the Prospectus Supplement to the extent known at the time of such term sheet supplementGeneral Instructions thereto, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectushave been satisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, hereof as follows: (a) A The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement (File No. 333-141613) on Form S-3, including a prospectus, and such amendments thereto as may have been required to S-3 for the date hereof, relating to registration of the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"1933 Act”"), have been filed with the Securities and Exchange Commission (the “Commission”) and such which registration statement as amended has become effective. Such registration statement as amended The Depositor proposes to and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed will file with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”424(b) under the 1933 Act a supplement to the form of prospectus included in such registration statement relating to the Certificates and the plan of distribution thereof. Such registration statement, including the exhibits thereto and information that is contained in the Prospectus (as defined below) and is deemed to be part of and included in such registration statement, as such registration statement may have been amended or supplemented at the date of the Prospectus, and including the Prospectus, is hereinafter referred to as the "Registration Statement"; the prospectus first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act, including any documents incorporated by reference therein is hereinafter referred to as the "Base Prospectus"; such form of supplement to the Base Prospectus relating to the Certificates, in the form first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Item 12 Rule 424(b) under the 1933 Act (including the Base Prospectus as so supplemented) is hereinafter referred to as the "Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement, together, are hereinafter referred to as the "Prospectus." The conditions to the use of a registration statement on Form S-3 under the Act which were filed under the Securities Exchange Act of 19341933 Act, as amended (set forth in the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus SupplementGeneral Instructions to Form S-3, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the 1933 Act have been satisfied with respect to the Depositor Registration Statement; and no other amendment to the Registration Statement will be filed which shall have been reasonably disapproved by you promptly after reasonable notice thereof. There is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and the Registration Statement. The Depositor further proposes is not aware of any proceeding for that purpose having been instituted or threatened; and there has been no notification with respect to prepare, after the final terms suspension of all classes the qualification for sale of the Certificates have for sale in any jurisdiction or any proceeding for such purpose having been establishedinstituted or threatened; (b) the Registration Statement (i) on its effective date and on the date of the then most recently filed Prospectus Supplement conformed in all respects to the requirements of the 1933 Act and the rules and regulations 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 and (ii) on the date hereof will conform in all respects to the requirements of the 1933 Act and the Rules and Regulations thereunder and will 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 and the Prospectus on the date hereof and on the Specified Delivery Date (as defined in Section 3 hereof) will conform in all respects to the requirements of the 1933 Act and the Rules and Regulations thereunder and will 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, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from either the Registration Statement or the Prospectus to the extent based upon and in conformity with (A) written information furnished to the Depositor by any Underwriter specifically for use therein (the "Underwriters Information"), (B) information contained in the Prospectus Supplement regarding the Mortgage Loans that is contained in the Loan Detail (as defined below) or, to the extent consistent therewith, the Diskette (as defined below), (C) information contained in the Prospectus Supplement regarding any Mortgage Loan Seller, the Mortgage Loans sold by such Mortgage Loan Seller to the Depositor or the related mortgaged real properties, in the case of clauses (B) and (C), to the extent such information is covered by the related indemnification agreement, dated as of the date hereof, by and among the Depositor, such Mortgage Loan Seller, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, xx xxxtxxx xxxchasers (collectively in such capacities, the "Initial Purchasers"), and each Underwriter (each such indemnification agreement, a Free Writing "Mortgage Loan Seller Indemnification Agreement" and the information in clauses (B) and (C), collectively, the "Mortgage Loan Sellers Information"), and (D) information contained in the Prospectus that will contain substantially all information that will appear Supplement regarding the Master Servicer, the Primary Servicers, the Special Servicer and the Trustee (each of the Master Servicer, the Primary Servicers, the Special Servicer, and the Trustee, a "Transaction Party" and collectively, the "Transaction Parties") under the headings "The Series 2008-C1 Pooling and Servicing Agreement--The Master Servicer," "--The Primary Servicers," "--The Special Servicer" and "--The Trustee," as applicable, and certain other sections in the Prospectus Supplement, in each case as specified in, and only to the extent that such information is known at that time covered by, the related indemnification agreement, dated as of the date hereof, by and minus specific sections including among the Method of Distribution section or an Iterative Information Package Depositor, such Transaction Party, each Initial Purchaser and each Underwriter (each such Free Writing Prospectusindemnification agreement, together a "Transaction Party Indemnification Agreement" and collectively with the Basic Prospectus, or any Iterative Information PackageMortgage Loan Seller Indemnification Agreements, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to "Indemnification Agreements"; the information in this clause (D), collectively, the "Transaction Party Information"). "Loan Detail" shall mean the information set forth in Exhibit A-1 and Exhibit A-2 to the Prospectus Supplement Supplement. "Diskette" shall mean the information set forth on the diskette attached to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.Prospectus Supplement;

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as follows: (a) A registration statement on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Act”"), have been filed with the Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “"Rules and Regulations”") under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “"Registration Statement” " and the “"Prospectus”"; provided, however, that a supplement to the Prospectus (a “"Prospectus Supplement”") prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “"Definitive Free Writing Prospectus”"). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). (b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus and any static pool information excluded from the Registration Statement and the Prospectus pursuant to Regulation AB Item 1105(d) conformed in all material respects to the requirements of the Act and 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, and on the date of each Terms Agreement, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and the Prospectus and any static pool information excluded from the Registration Statement and the Prospectus pursuant to Regulation AB Item 1105(d) will not 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 light of the circumstances under which they are made, not misleading; provided, however, that the foregoing does not apply to any information contained in or omitted from the portions of the Prospectus set forth under the caption "Method of Distribution" relating to the Certificates and the stabilization legend required by Item 502(d)(1) under Regulation S-K of the Act (the "Underwriter Information"). An “Iterative Information Package” In addition, the Definitive Free Writing Prospectus, as of the date thereof and as of the Closing Date, did not and will not contain an untrue statement of a material fact and did not and will not 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. The effective date shall mean the earlier of the date by which the Prospectus Supplement is first used and the time of the first Contract of Sale to which such Prospectus Supplement relates. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor whether or not arising in the ordinary course of business and (B) there have been no transactions entered into by the Depositor which are material, other than those in the ordinary course of business. (d) The Depositor is not, as of the date upon which it delivers the Definitive Free Writing Prospectus, an Ineligible Issuer, as such term is defined in Rule 405 of the 1933 Act Regulations. (e) This Agreement has been, and the Pooling and Servicing Agreement when executed and delivered as contemplated hereby and thereby will have been, duly executed and delivered by the Depositor and each constitutes, or will constitute when so executed and delivered, a legal, valid and binding instrument enforceable against the Depositor in accordance with respect its terms, subject, as to the enforceability of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether enforceability of such remedies is considered in a proceeding in equity or at law). (f) At the applicable Closing Date, each applicable Terms Agreement will have been duly authorized, executed and delivered by the Depositor and will be a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether enforceability of such remedies is considered in a proceeding in equity or at law). (g) The issuance of the Certificates has been duly authorized by the Depositor and, when such Certificates are executed and authenticated in accordance with the Pooling and Servicing Agreement and delivered against payment pursuant to this Agreement, such Certificates will be validly issued and outstanding; and the Certificates will be entitled to the benefits provided by the Pooling and Servicing Agreement. The Certificates are in all material respects in the form contemplated by the Pooling and Servicing Agreement. (h) Neither the Depositor nor the Trust Fund is or, as a result of the offer and sale of the Certificates as contemplated in this Agreement will become, an "investment company" as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), or an "affiliated person" of any class such "investment company" that is registered or is required to be registered under the Investment Company Act (or an "affiliated person" of Certificatesany such "affiliated person"), collectively as such terms are defined in the following documents: Investment Company Act. (i) one or more term sheets or other Written Communications, providing information about that class The representations and warranties made by the Depositor in the Pooling and Servicing Agreement and made in any Officer's Certificate of Certificates the Depositor delivered pursuant to the Pooling and the structure Servicing Agreement will be true and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known correct at the time of such term sheet, factual information about made and on the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsthat: (a) A registration statement on Form S-3S-3 (No. 333-127963) relating to asset backed notes and certificates, including a prospectusthe Offered Notes, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have has been filed by Depositor with the Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effective, has been amended by various post-effective amendments, the last of which is Post-Effective Amendment No. Such registration statement 4 that became effective on January 31, 2006, and is still effective as amended and of the prospectus relating date hereof under the Securities Act. The Depositor proposes to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed file with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission under the Securities Act (the “"Rules and Regulations”") a prospectus supplement dated February 28, 2006 (together with information referred to under the Act, including any documents incorporated by reference caption "Static Pool Data" therein pursuant to Item 12 regardless of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date whether it is deemed a part of the Registration Statement or Prospectus, the "Prospectus Supplement") to the prospectus dated January 31, 2006, relating to the Offered Notes and the method of distribution thereof. Copies of such registration statement, any amendment or supplement thereto, such prospectus, the Preliminary Prospectus and the Prospectus Supplement have been delivered to you. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date hereof, and as further supplemented by the Prospectus Supplement, are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Depositor has filed the Preliminary Prospectus and it has done so within the applicable period of time required under the Securities Act and the Rules and Regulations. (b) The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, are respectively referred to herein complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act"), and the rules and regulations of the Commission thereunder. The Registration Statement” , as of the applicable effective date as to each part of the Registration Statement pursuant to Rule 430B(f)(2) and any amendment thereto, did not include any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the “statements therein not misleading. The Preliminary Prospectus”; provided, howeveras of its date and as of the Time of Sale, did not contain an untrue statement of a material fact and did not 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. The Prospectus, as of the date of the Prospectus Supplement and as of the Closing Date, does not and will not contain any untrue statement of a material fact and did not and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the three preceding sentences do not apply to (i) that a supplement to part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Indenture Trustee under the Trust Indenture Act or (ii) that information contained in or omitted from the Registration Statement or the Prospectus (a “Prospectus Supplement”or any amendment or supplement thereto) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented in reliance upon and in conformity with the Prospectus only with respect to Underwriters' Information (as defined below). The Indenture has been qualified under the Offering Trust Indenture Act. "Underwriters' Information" consists solely of the Series of Certificates to which it relates. The conditions of Rule 415 second paragraph under the Act have been satisfied with respect to caption "Underwriting" in the Depositor Preliminary Prospectus and the Registration Statement. The Depositor further proposes to prepare, after second paragraph and the final terms of all classes of following table under the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear caption "Underwriting" in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you the Representative and to each of the Underwriters as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such the applicable Terms Agreement, as follows: (a) A registration statement on Form S-3, S-3 (No. 333-125910) including a prospectus, prospectus and such amendments thereto as may have been required to on the date hereof, hereof relating to the Certificates Notes and the offering of each Series thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Act”"), have has been filed with the Securities and Exchange Commission (the “"Commission”") and such registration statement statement, as amended amended, has become effectiveeffective under the Act. For purposes of this Agreement, "Effective Time" means the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission and "Effective Date" means the date of the Effective Time. Such registration statement statement, as amended amended, and the prospectus relating to the sale of Certificates the Notes of the applicable Series offered thereby constituting a part thereof thereof, as from time to time amended or supplemented (including any prospectus relating to the Notes filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission promulgated under the Act (the “"Rules and Regulations”) under the Act")), including all documents incorporated therein by reference relating to the Series of Notes to which the Terms Agreement relates, are respectively referred to as the "Registration Statement" and the "Base Prospectus"; provided, however, that a supplement to such Base Prospectus prepared pursuant to Section 5(a) shall be deemed to have supplemented the Base Prospectus only with respect to the offering of the Series of Notes to which it relates (any such supplement for a Series of Notes, the "Prospectus Supplement" and together with the Base Prospectus, the "Prospectus"). Reference made herein to 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 Act which were as of the date of the Prospectus and any reference to any amendment or supplement to the 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 Prospectus and incorporated by reference in the 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the 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 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 before prior to the Effective Date of the Registration Statement other than such documents or the date of the Prospectus Supplementmaterials, are respectively referred to herein if any, as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement Representative delivers to the Prospectus (a “Prospectus Supplement”) prepared Depositor pursuant to Section 5(a) 8 hereof shall be deemed to have supplemented the Prospectus only with respect for filing on Form 8-K. The conditions to the Offering use of a registration statement on Form S-3 under the Series of Certificates Act, as set forth in the General Instructions to which it relates. The Form S-3, and the conditions of Rule 415 under the Act Act, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each agrees with the Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsthat: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-107577) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and 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 under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement statement, at the Effective Time, including any documents incorporated by reference therein at such time; and "Prospectus" means the final prospectus dated [ ], as amended has become effective. Such registration statement as amended and supplemented by the prospectus final Prospectus Supplement dated [ ], (the "Prospectus Supplement") relating to the sale of Certificates constituting a part thereof as from time Underwritten Securities, to time amended or supplemented (including any prospectus be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . Reference made herein to the Act, including 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 which were as of the date of the Prospectus and any reference to any amendment or supplement to the 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 case may be, and incorporated by reference in such Prospectus, as the case may be, as of the date of such amendment or supplement 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 Time that is incorporated by reference in the Registration Statement as of the date of such amendment. The Commission has not issued any order preventing or suspending the use of the Prospectus. There are no contracts or documents of the Depositor 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 before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Basic Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, order, licenses, certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and, if applicable, the Custodial Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses, certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and neither the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement nor the consummation by the Depositor of the transactions therein contemplated, nor the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise). The Definitive Free Writing Prospectus must , earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be provided a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date or any Pre-Funded Loan Transfer Date, as the case may be, each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date or any Pre-Funded Loan Transfer Date, as the case may be, the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement and on any Pre-Funded Loan Transfer Date, as the case may be, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto, the Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and, upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, and on any Pre-Funded Loan Transfer Date, as the case may be, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, hereof as follows: (a) A a registration statement on Form S-3, including a prospectus, prospectus and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Act”"), have in the form heretofore delivered to you, has been filed with the Securities and Exchange Commission (the “"Commission”") and has become effective; such registration statement (including all post-effective amendments thereto, but excluding any related Computational Materials and ABS Term Sheets (each as amended has become effective. Such registration statement as amended defined in Section 8(a) below) previously filed or to be filed and any Computational Materials and ABS Term Sheets relating to securities other than the Certificates), and the prospectus relating to the sale of the Certificates offered thereby by the Depositor and constituting a part thereof of such registration statement, as such prospectus is from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “"Rules and Regulations”") under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement), are respectively referred to herein as the “"Registration Statement” " and the “"Base Prospectus”"; provided, however, that a supplement the conditions to the Prospectus (use of a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented registration statement on Form S-3 under the Prospectus only with respect to Act and the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor Registration Statement; the Registration Statement complies in all material respects with the Act and the Rules and Regulations; and no other amendment to the Registration Statement. The Statement (other than any amendment thereof by reason of Rule 429) will be filed which shall be reasonably disapproved by you promptly after reasonable notice thereof; (b) there is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and have not instituted or, to the Depositor's knowledge, threatened any proceeding for that purpose; and the Depositor further proposes has not received notification with respect to prepare, after the final terms suspension of all classes the qualification of the Certificates have been establishedfor sale in any jurisdiction or with respect to any initiation or threat of any proceeding for such purpose; (c) the Registration Statement (i) on its effective date and on the date of the then most recently filed Prospectus Supplement conformed in all respects to the requirements of the Act and the Rules and Regulations thereunder 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 and (ii) on the date hereof will conform in all respects to the requirements of the Act and the Rules and Regulations thereunder and will 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; the Base Prospectus and the supplement to the Base Prospectus prepared pursuant to Section 5(a) below (the "Prospectus Supplement" and, either together with the Base Prospectus, the "Prospectus"), together will all amendments thereof and supplements thereto, on the date hereof and on the Specified Delivery Date (as defined in Section 3 below), will conform in all respects to the requirements of the Act and the Rules and Regulations thereunder and will not include any untrue statement of a Free Writing Prospectus 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; provided, however, that will contain substantially all the foregoing does not apply to (A) the information contained in or omitted from the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written or electronic information furnished to the Depositor by any Underwriter specifically for use therein, (B) the information contained in or omitted from the Prospectus, or any amendment thereof or supplement thereto, in reliance upon and conformity with (1) the Master Tape (it being acknowledged that will appear in the Master Tape was used to prepare the Prospectus Supplement, including, without limitation, Exhibit A-1 and Exhibit A-2 to the extent that such Prospectus Supplement and the accompanying diskette), (2) the representations and warranties of any Mortgage Loan Seller set forth in or made pursuant to the related Mortgage Loan Purchase Agreement, or (3) any other information is known at that time and minus specific sections including concerning the Method characteristics of Distribution section the Mortgage Loans, the related obligors on the Mortgage Loans (the "Borrowers") or an Iterative Information Package the related mortgaged real properties securing the Mortgage Loans (such Free Writing Prospectus, together the "Mortgaged Properties") furnished electronically or in writing to the Depositor or the Underwriters by any Mortgage Loan Seller in connection with the Basic preparation of the Prospectus, or any Iterative Information Packageamendment thereof or supplement thereto, (C) the information regarding the Mortgage Loans, the “Definitive Free Writing Prospectus”Borrowers, the Mortgaged Properties and/or the Mortgage Loan Sellers contained in or omitted from the Prospectus Supplement, or any amendment thereof or supplement thereto, under the headings "Summary of Prospectus Supplement--The Underlying Mortgage Loans", "Risk Factors--Risks Related to the Underlying Mortgage Loans" and "Description of the Underlying Mortgage Loans", on Exhibit A-1 or Exhibit A-2 thereto or on the accompanying diskette, or (D) except for Depositor Mathematical Errors (as defined in Section 7), the information contained in or omitted from any Computational Materials and/or ABS Term Sheets (each as defined in Section 8(a) hereof), or any amendment thereof or supplement thereto, incorporated by reference in the Registration Statement or the Prospectus (or any amendment thereof or supplement thereto). The Definitive Free Writing Prospectus must be provided to each investor prior to "Master Tape" consists of the time compilation of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing underlying information about that class of Certificates and the structure and other cash flow characteristics thereof, information data regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) covered by the Independent Accountants Report on Applying Agreed Upon Procedures dated June 12, 2001, as known at the time of such term sheet, information regarding the parties supplemented to the transaction as known at the time of such term sheetClosing Date, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided rendered by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.Xxxxxx Xxxxxxxx LLP;

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as follows: (a) A registration statement on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Act”"), have been filed with the Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “"Rules and Regulations”") under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “"Registration Statement” " and the “"Prospectus”"; provided, however, that a supplement to the Prospectus (a “"Prospectus Supplement”") prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “"Definitive Free Writing Prospectus”"). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “"Iterative Information Package” " shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsyou that: (a) A The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3, (including a prospectus, and such amendments thereto as may have been required to ) on Form S-3 (No. 333-121295) for the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 registration under the Securities Act of 1933, as amended (the “"Act”"), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effectiveof pass-through trust certificates issuable in series. Such registration statement has been declared effective by the Commission under the Act. Such registration statement, including exhibits thereto and any information incorporated therein by reference, as amended to the date of this Agreement, is hereinafter called the "Registration Statement," and such prospectus, in the form in which it was last filed with the Commission, as supplemented by a prospectus supplement relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus be filed with the Commission pursuant to Rule 424 under the Act (such prospectus supplement in the form first filed after the date hereof pursuant to Rule 424 hereinafter called the "Prospectus Supplement"), and any information incorporated therein by reference, is hereinafter collectively referred to as the "Prospectus." (b) The Registration Statement, at the time it became effective (the "Effective Date"), and the prospectus contained therein, and any amendments thereof and supplements thereto filed prior to the date hereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; and on the date of this Agreement and on the Closing Date (the “Rules and Regulations”) under the Actas hereinafter defined), including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement and the Prospectus, and any amendments thereof and supplements thereto, will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder. The Registration Statement, at the time it became effective, 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; and the Prospectus, as of the date the Registration Statement became effective, as of its date and as of the Prospectus SupplementClosing Date, are respectively referred did not contain an untrue statement of a material fact or omit to herein as state a material fact necessary to make the “Registration Statement” and statements therein, in the “Prospectus”light of the circumstances under which they were made, not misleading; provided, however, that a supplement the Depositor makes no representations or warranties as to the Prospectus Underwriter Information (a “Prospectus Supplement”as such term is defined in Section 7(b)). (c) prepared pursuant The Trust Agreement and the Certificates will conform to Section 5(a) hereof shall be deemed to have supplemented the description thereof contained in the Prospectus only and, when validly executed, authenticated, issued and delivered in accordance with the Trust Agreement, the Certificates will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (d) The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all power and authority necessary to own or hold its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Operative Agreements. (e) The Trust Agreement with respect to the Offering of Certificates, when executed and delivered as contemplated hereby and thereby and assuming the Series of Certificates to which it relates. The conditions of Rule 415 under due authorization, execution and the Act delivery thereof by the other parties thereto, will have been satisfied with respect to been, duly authorized, executed and delivered by the Depositor and will constitute a valid and binding instrument enforceable against the Registration Statement. The Depositor further proposes in accordance with its terms, subject as to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, enforceability to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets applicable bankruptcy, reorganization, insolvency, moratorium or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheetsimilar laws affecting creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is sought in a term sheet supplement, containing relevant risk factors and additional information similar to the information proceeding in the Prospectus Supplement to the extent known equity or at the time of such term sheet supplementlaw), and (iii) with respect to rights of indemnity under the ProspectusTrust Agreement, which may be provided limitations of public policy under applicable securities laws. (f) This Agreement has been duly authorized, executed and delivered by a link to a website. Each the Depositor. (g) Neither the issuance or sale of the items described Certificates nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms hereof, will conflict with or violate any term or provision of the certificate of formation or limited liability agreement of the Depositor or any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor, and will not conflict with, result in a breach or violation or the acceleration of, or constitute a default under, the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound. (h) At the time of execution and delivery of the Trust Agreement, the Depositor will: (i) be the sole beneficial owner of the Underlying Securities being transferred to the Trustee pursuant thereto, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens") other than the Call Warrants; (ii) not have assigned to any Person any of its right or title in the preceding sentence shall constitute a Free Writing Underlying Securities (other than pursuant to the Call Warrants), in the Trust Agreement or in the Certificates being issued; and (iii) have the power and authority to sell its interest in the Underlying Securities (subject to the Call Warrants) to the Trust and to sell the Certificates to the Underwriters. Upon execution and delivery of the Trust Agreement by the Trustee, the Trust will have acquired beneficial ownership of all of the Depositor's right, title and interest in and to the Underlying Securities. Upon delivery to the Underwriters of the Certificates, the Underwriters will have good title to the Certificates, free and clear of any Liens. (i) As of the Closing Date, the Underlying Securities, subject to the Call Warrants, included in the related Trust will meet the eligibility criteria described in the Prospectus and will conform in all material respects to the descriptions thereof contained in the Prospectus. (j) 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. (k) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Operative Agreements and the Certificates have been paid or will be paid at or prior to the Closing Date. (l) At the Closing Date, each of the representations and warranties of the Depositor set forth in the Trust Agreement will be true and correct in all material respects.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter agrees with, the several underwriters named in Schedule 1 (the applicable Terms Agreement as of the date of such Terms Agreement, as follows“Underwriters”) that: (a) A The Depositor meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement on Form S-3(No. 333-179209), including a prospectus, on Form S-3 pursuant to Rule 415 under the Act on January 27, 2012, as amended by Pre-Effective Amendment No. 1 on February 15, 2012, for the registration under the Act of asset-backed securities (issuable in series and such amendments thereto classes thereof), including the Offered Notes, which registration statement has become effective, and a copy of which, as may have been required amended to the date hereof, relating has heretofore been delivered to the Certificates Underwriters. The Depositor has filed or will file with the Commission, pursuant to Rule 424(b), one or more Preliminary Prospectuses and has delivered the Final Preliminary Prospectus [and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating Additional Information Statement] to the sale of Certificates constituting a part thereof as from time Underwriters on or prior to time amended or supplemented (including any prospectus filed the Applicable Time for delivery to prospective investors. The Depositor will file with the Commission pursuant to Rule 424 424(b) a Final Prospectus relating to the Offered Notes and the method of the rules and regulations of the Commission distribution thereof. (the “Rules and Regulations”b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before On the Effective Date of Date, the Registration Statement complied, and when the Final Prospectus is first filed in accordance with Rule 424(b), the Final Prospectus will comply, in all material respects, with the applicable requirements of the Act; on the Effective Date, the Registration Statement did not contain 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 not misleading; on the date of any filing pursuant to Rule 424(b) and on the [Initial] Closing Date, the Final Prospectus Supplementwill not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, are respectively referred to herein as in the “Registration Statement” and light of the “Prospectus”circumstances under which they were made, not misleading; provided, however, that a supplement the Depositor makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) (i) in reliance upon and in conformity with the Underwriter Information (as defined in Section 7(b)), (ii) relating to and included in the ABS Tables [or (iii) relating to and included in the Cap Information]. As of the [Initial] Closing Date, the representations and warranties of the Depositor in the Sale and Servicing Agreement and in the Trust Agreement will be true and correct in all material respects. (c) As of the Applicable Time, the Disclosure Package did not include any untrue statement of a “Prospectus Supplement”) prepared pursuant material fact or omit to Section 5(a) hereof shall be deemed state any material fact necessary in order to have supplemented make the Prospectus only with respect statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to the Offering information contained in or omitted from the Disclosure Package (i) in reliance upon and in conformity with the Underwriter Information, (ii) included in the ABS Tables [or (iii) included in the Cap Information]. (d) At the earliest time after the filing of the Series of Certificates to which it relates. The conditions Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 415 under 164(h)(2)) of the Act have been satisfied with respect to Offered Notes, the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear was not an “ineligible issuer,” as defined in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package Rule 405. (such e) Each Issuer Free Writing Prospectus, together as of its issue date, does not and will not include any information that conflicts or will conflict with the Basic Prospectusinformation then contained in the Registration Statement; provided, however, that the Depositor makes no representations or warranties as to the information contained in or omitted from any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Issuer Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates in reliance upon and in conformity with the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar relating to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and ABS Tables [or (iii) relating to the ProspectusCap Information]. If at any time following issuance of an Issuer Free Writing Prospectus there has occurred or does occur an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, which may be provided by a link to a website. Each in the light of the items described in circumstances under which they were made, not misleading, (i) the Depositor has notified or will promptly notify the Underwriters and (ii) in the preceding sentence shall constitute a Depositor has amended or supplemented or will promptly amend or supplement such Issuer Free Writing ProspectusProspectus to eliminate or correct such conflict, untrue statement or omission. (f) This Agreement has been duly authorized, executed and delivered by the Depositor.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in agrees with, the applicable Terms Agreement as of the date of such Terms Agreement, as followsUnderwriters that: (a) A registration statement Registration Statement on Form S-3S-3 (No. 333-3574), including a prospectusas amended, and such amendments thereto as may have has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “Act”"SECURITIES ACT"), have been filed with and the rules and regulations (the "RULES AND REGULATIONS") of the United States Securities and Exchange Commission (the “"COMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) as amended by Pre-Effective Amendment No. 2 thereto, became effective under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. As used in this Agreement, "EFFECTIVE TIME" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission”) and ; "EFFECTIVE DATE" means the date of the Effective Time; "REGISTRATION STATEMENT" means such registration statement at the Effective Time, including any documents incorporated by reference therein at such time; and "PROSPECTUS" means the final prospectus, dated July 24, 1998, as amended has become effective. Such registration statement as amended and first supplemented by a prospectus supplement, dated February 22, 1999 (the prospectus "PROSPECTUS SUPPLEMENT"), relating to the sale of Certificates constituting a part thereof Offered Certificates, as from time to time amended or supplemented (including any prospectus first filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . Reference made herein to the Act, including 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 Act which were Securities Act, as of the date of the Prospectus and any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or "EXCHANGE ACT"), after the date of the Prospectus Supplement, are respectively referred and incorporated by reference in the Prospectus; and any reference to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement any amendment to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof Registration Statement shall be deemed to have supplemented the Prospectus only with respect to the Offering include any report of the Series Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of Certificates to which it relates. The conditions of Rule 415 under the Exchange Act have been satisfied with respect to after the Depositor and Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued, and the Depositor further proposes has not received any notification that the Commission intends to prepare, after issue any order preventing or suspending the final terms of all classes use of the Certificates Registration Statement. There are no contracts or documents of the Depositor 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 Closing Date (defined below). The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to satisfied. To the extent that any Underwriter (A) has provided to the Depositor Collateral Term Sheets (defined below) that such information is known at Underwriter has provided to a prospective investor, the Depositor has filed such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (B) has provided to the Depositor Structural Term Sheets or Computational Materials (each as defined below) that time and minus specific sections including such Underwriter has provided to a prospective investor, the Method of Distribution section Depositor will file or an Iterative Information Package (such Free Writing Prospectus, together cause to be filed with the Basic ProspectusCommission a report on Form 8-K containing such Structural Term Sheets and Computational Material as soon as reasonably practicable after the date of this Agreement, or but in any Iterative Information Package, event not later than the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in date on which the Prospectus Supplement is filed with the Commission pursuant to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each Rule 424 of the items described in (i) Rules and (ii) in the preceding sentence shall constitute a Free Writing ProspectusRegulations.

Representations and Warranties of the Depositor. The ----------------------------------------------- Depositor hereby represents and warrants to you the Trustee that as of the Closing Date: (a) With respect to the CRB Certificates: (i) the information set forth in the CRB Certificate Schedule is true and correct in all material respects as of the date hereofor dates such information is furnished; (ii) immediately prior to the sale and assignment herein contemplated, the Depositor was the sole owner of the CRB Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (iii) the Depositor acquired its ownership in the CRB Certificates in good faith without notice of any adverse claim; and (iv) the Depository has not assigned any interest in the CRB Certificates or any distributions thereon, except as contemplated herein. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the CRB Certificates. Upon discovery by the Depositor or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the CRB Certificates, the Depositor or the Trustee shall give prompt written notice to the other, to the Certificateholders and to each Underwriter named Rating Agency. Within 90 days of its discovery or its receipt of notice of any such breach, the Depositor shall cure such breach in all material respects or, if such breach cannot be cured, the applicable Terms Agreement Depositor shall repurchase the affected CRB Certificates from the Trustee if the Depositor is so directed by a Majority in Interest of the Certificateholders. Any such repurchase of a CRB Certificate by the Depositor shall be accomplished prior to the Distribution Date next following the receipt of such direction by a Majority in Interest of the Certificateholders at a price equal to the sum of (i) the outstanding principal amount of such CRB Certificate as of the date of such Terms Agreement, as follows: (a) A registration statement on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) repurchase and (ii) all unpaid accrued interest on such CRB Certificate to the date of such repurchase at [ ] per annum (the "Purchase Price"). The payment of the Purchase Price in connection with repurchased CRB Certificates shall be considered a prepayment in full of such CRB Certificates and shall be delivered to the Trustee for deposit in the preceding sentence Certificate Account in accordance with the provisions of Section 3.02. Upon such deposit into the Certificate Account, such CRB Certificates shall be released to the Depositor, and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Depositor to vest in the Depositor, or its designee or assignee, title to the CRB Certificates repurchased pursuant hereto. The Depositor shall be entitled to all amounts received by the Trustee in respect of any repurchased CRB Certificate to the extent the distribution of such amounts would not make the total amount distributed in respect of any such repurchased CRB Certificate greater than the Purchase Price therefor. The obligation of the Depositor to cure or repurchase the CRB Certificates as to which a breach specified in this Section 2.03(a) has occurred and is continuing shall constitute the sole remedy respecting such breach against the Depositor available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Depositor: (i) the Depositor is a Free Writing Prospectuscorporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement; (ii) the Certificates will be free and clear of any right, charge, security interest, or lien or claim in favor of the Depositor; (iii) this Agreement has been duly authorized, executed and delivered by the Depositor and assuming due authorization, execution and delivery by the Trustee, constitutes the valid, legal and binding obligation of the Depositor, enforceable against it in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the performance of its obligations under this Agreement or the Certificates will result in the breach of any term or provision of the certificate of incorporation or bylaws of the Depositor or conflict with, result in a breach, violation or acceleration of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, the terms of any material contract, indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any of its assets is bound, or any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and (v) there are no actions or proceedings against, or investigations of, the Depositor pending, or, to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each agrees with the Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsthat: (a) A. A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-48429) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 19331933 (the "Securities Act"), the Trust Indenture Act of 1939, as amended (the “"Trust Indenture Act”), have been filed with ") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”") under the Securities Act and the Trust Indenture Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement as amended has become effective. Such registration statement as amended statement, at the Effective Time, including any documents incorporated by reference therein at such time; and "Basic Prospectus" means such final prospectus dated May 29, 1998; and "Prospectus Supplement" means the final prospectus supplement relating to the sale of Certificates constituting a part thereof as from time Notes, to time amended or supplemented (including any prospectus be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . "Prospectus" means the Act, including Basic Prospectus together with the Prospectus Supplement. Reference made herein to 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 Act which were Securities Act, as of the date of the Prospectus and any reference to any amendment or supplement to the 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 Prospectus, and incorporated by reference in the 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Prospectus. There are no contracts or documents of the Depositor which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act, the Rules and Regulations or the Trust Indenture Act which have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement other than such documents or the date of the Prospectus Supplementmaterials, are respectively referred to herein if any, as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement Underwriter delivers to the Prospectus (a “Prospectus Supplement”) prepared Depositor pursuant to Section 5(a4(B) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. for filing on Form 8-K. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to you the Trust Administrator and the Trustee for the benefit of the Certificateholders and the Certificate Insurer that as of the Closing Date or as of such other date hereof, and to each Underwriter named specifically provided herein: (i) The information set forth in the applicable Terms Agreement Mortgage Loan Schedule was true and correct in all material respects at the date or dates respecting which such information is furnished; (ii) As of the Closing Date, each Mortgage is a valid and enforceable (subject to Section 2.04(xvi)) first lien on an unencumbered estate in fee simple or leasehold estate in the related Mortgaged Property subject only to (a) liens for current real property taxes and special assessments; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording such Terms AgreementMortgage, as follows:such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal obtained in connection with the origination of the Mortgage Loan; (c) exceptions set forth in the title insurance policy relating to such Mortgage, such exceptions being acceptable to mortgage lending institutions generally; and (d) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage; (aiii) A registration statement Immediately upon the transfer and assignment contemplated herein, the Trust Fund shall have good title to, and will be the sole legal owner of, each Mortgage Loan, free and clear of any encumbrance or lien (other than any lien under this Agreement); (iv) As of the day prior to the Cut-Off Date, all payments due on Form S-3each Mortgage Loan had been made and no Mortgage Loan had been delinquent (i.e., was more than 30 days past due) more than once in the preceding 12 months and any such delinquency lasted for no more than 30 days; (v) As of the Closing Date, there is no late assessment for delinquent taxes outstanding against any Mortgaged Property; (vi) As of the Closing Date, there is no offset, defense or counterclaim to any Mortgage Note, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 obligation of the rules and regulations of Mortgagor to pay the Commission (the “Rules and Regulations”) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) unpaid principal or interest on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, such Mortgage Note except to the extent that the buydown Agreement for a buydown Loan forgives certain indebtedness of a Mortgagor; (vii) As of the Closing Date, each Mortgaged Property is free of damage and in good repair, ordinary wear and tear excepted; (viii) Each Mortgage Loan at the time it was made complied with all applicable state and federal laws, including, without limitation, usury, equal credit opportunity, disclosure and recording laws; (ix) Each Mortgage Loan was originated by a savings association, savings bank, credit union, insurance company, or similar institution which is supervised and examined by a federal or state authority or by a mortgagee approved by the FHA and will be serviced by an institution which meets the servicer eligibility requirements established by the Company; (x) As of the Closing Date, each Mortgage Loan is covered by an ALTA form or CLTA form of mortgagee title insurance policy or other form of policy of insurance which has been issued by, and is the valid and binding obligation of, a title insurer which, as of the origination date of such information Mortgage Loan, was qualified to do business in the state in which the related Mortgaged Property is known at that time located. Such policy insures the originator of the Mortgage Loan, its successors and minus specific sections assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan subject to the exceptions set forth in such policy. Such policy is in full force and effect and inures to the benefit of the Trust upon the consummation of the transactions contemplated by this Agreement and no claims have been made under such policy, and no prior holder of the related Mortgage, including the Method Company, has done, by act or omission, anything which would impair the coverage of Distribution section such policy; (xi) Each Mortgage Loan with a Loan-to-Value Ratio as of the Cut-Off Date in excess of 80% was covered by a Primary Insurance Policy or an Iterative Information Package FHA insurance policy or a guaranty from the Department of Veteran Affairs, and such policy or guaranty is valid and remains in full force and effect; (xii) As of the Closing Date, all policies of insurance required by this Agreement or by a Selling and Servicing Contract have been validly issued and remain in full force and effect, including such Free Writing Prospectuspolicies covering the Company, together with the Basic Prospectus, Master Servicer or any Iterative Information PackageServicer; (xiii) As of the Closing Date, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior insurer issuing a primary insurance policy holds a rating acceptable to the time of Contract of Sale Rating Agencies; (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: xiv) Each Mortgage (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms exclusive of any credit enhancements, including any subordination, as known riders thereto) was documented by appropriate Xxxxxx Xxx/Xxxxxxx Mac mortgage instruments in effect at the time of origination, or other instruments approved by the Company; (xv) As of the Closing Date, the Mortgaged Property securing each Mortgage relating to a Mortgage Loan is improved with a one- to four-family dwelling unit, including units in a duplex, triplex, fourplex, condominium project, townhouse, a planned unit development or a de minimis planned unit development; (xvi) As of the Closing Date, each Mortgage and Mortgage Note is the legal, valid and binding obligation of the maker thereof and is enforceable in accordance with its terms, except only as such term sheetenforcement may be limited by laws affecting the enforcement of creditors' rights generally and principles of equity; (xvii) As of the date of origination, factual information about as to Mortgaged Properties which are units in condominiums or planned unit developments, all of such units met the applicable Underwriting Standards, are located in a condominium or planned unit development projects which have received Xxxxxx Mae or Xxxxxxx Mac approval, or are approvable by Xxxxxx Mae or Xxxxxxx Mac or have otherwise been approved by the Company; (xviii) None of the Mortgage Loans are buydown loans; (other than any Underwriter Derived Informationxix) as known Based solely on representations of the Mortgagors obtained at the origination of the related Mortgage Loans, approximately _______% (by Principal Balance) of the Mortgage Loans will be secured by owner occupied Mortgaged Properties which are the primary residences of the related Mortgagors, approximately _______% (by Principal Balance) of the Mortgage Loans will be secured by owner occupied Mortgaged Properties which were second or vacation homes of the Mortgagors and approximately _______% (by Principal Balance) of the Mortgage Loans will be secured by Mortgaged Properties which were investor properties of the related Mortgagors; (xx) Prior to origination or refinancing, an appraisal of each Mortgaged Property was made by an appraiser on a form satisfactory to Xxxxxx Mae or Xxxxxxx Mac; (xxi) The Mortgage Loans have been underwritten substantially in accordance with the applicable Underwriting Standards; (xxii) All of the Mortgage Loans have due-on-sale clauses; however, the due on sale provisions may not be exercised at the time of such term sheet, information regarding a transfer if prohibited by law; (xxiii) The Company used no adverse selection procedures in selecting the parties Mortgage Loans from among the outstanding fixed rate conventional mortgage loans purchased by it which were available for inclusion in the Mortgage Pool and as to which the representations and warranties in this Section 2.04 could be made; (xxiv) With respect to any Mortgage Loan as to which an affidavit has been delivered to the transaction Trustee certifying that the original Mortgage Note is a Destroyed Mortgage Note, if such Mortgage Loan is subsequently in default, the enforcement of such Mortgage Loan or of the related Mortgage by or on behalf of the Trust will not be materially adversely affected by the absence of the original Mortgage Note; (xxv) Based upon an appraisal of the Mortgaged Property securing each Mortgage Loan, approximately ________% (by Principal Balance) of the Mortgage Loans had a current Loan-to-Value Ratio less than or equal to 80%, approximately _______% (by Principal Balance) of the Mortgage Loans had a current Loan-to-Value Ratio greater than 80% but less than or equal to 95% and no Mortgage Loan had a current Loan-to-Value Ratio greater than 95%; (xxvi) Approximately ________% (by Principal Balance) of the Mortgage Loans were originated for the purpose of refinancing existing mortgage debt, including cash-out refinancings; and approximately __________% (by Principal Balance) of the Mortgage Loans were originated for the purpose of purchasing the Mortgaged Property; (xxvii) Not less than approximately _________% (by Principal Balance) of the Mortgage Loans were originated under full documentation programs; and (xxviii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1. 860G-2(a)(1); It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian, as known the case may be, and shall continue throughout the term of this Agreement. Upon discovery by any of the Company, the Master Servicer, the Trustee or the Custodian of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans, the Company, the Master Servicer, the Trustee or the Custodian, as the case may be, discovering such breach shall give prompt written notice to the others. Within 90 days of its discovery or its receipt of notice of breach, the Company shall repurchase, subject to the limitations set forth in the definition of "Purchase Price," or substitute for the affected Mortgage Loan or Mortgage Loans or any property acquired in respect thereof from the Trust, unless it has cured such breach in all material respects. After the end of the three-month period beginning on the "start-up day," any such substitution shall be made only if the Company provides to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee reasonably satisfactory to the Trustee that each Substitute Mortgage Loan will be a "qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the Code. Such substitution shall be made in the manner and within the time limits set forth in Section 2.04. Any such repurchase by the Company shall be accomplished in the manner and at the Purchase Price, if applicable, but shall not be subject to the time limits, set forth in Section 2.04. It is understood and agreed that the obligation of the Company to provide such term sheet, substitution or to make such repurchase of any affected Mortgage Loan or Mortgage Loans or any property acquired in respect thereof as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Holders of the REMIC I Regular Interests and the tax, ERISA and SMMEA characteristics of that class of Class R Certificates as known at or the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each Trustee on behalf of the items described in (i) Holders of the REMIC I Regular Interests and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClass R Certificates.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement Underwriter, as of the date of such Terms the Underwriting Agreement, as follows: (a) A registration statement on Form S-3, The Registration Statement including a prospectus, and such amendments thereto as may have been required to the date hereof, prospectus relating to the Certificates Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities 1933 Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. Such registration statement as amended No stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus Offered Securities will be filed with the Commission pursuant to Rule 424 of the rules and regulations of the Commission (the “Rules and Regulations”) under the 1933 Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a5(b) hereof shall be deemed to have supplemented the Base Prospectus only with respect to the Offering of the Series of Certificates Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the Act 1933 Act, have been satisfied with respect to the Depositor and the Registration Statement. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the rules and regulations thereunder that have not been so filed. (b) On the effective date of the Registration Statement, the Registration Statement and the Base Prospectus conformed in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, 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 the Underwriting Agreement and as of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all material respects to the requirements of the 1933 Act and the rules and regulations thereunder, and on the date of the Underwriting Agreement and as of the Closing Date, neither of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither of such documents as amended or supplemented, if applicable, will 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; provided, however, that the foregoing does not apply to statements or omissions in any of such documents based upon written information furnished to the Depositor by any Underwriter specifically for use therein. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Depositor, whether or not arising in the ordinary course of the business of the Depositor. (d) The Depositor further proposes to prepare, after has been duly organized and is validly existing as a corporation in good standing under the final terms of all classes laws of the Certificates have been establishedState of Delaware. (e) The Depositor has all requisite power and authority (corporate and other) and all requisite authorizations, either a Free Writing Prospectus that will contain substantially approvals, orders, licenses and certificates and permits of and from all information that will appear government or regulatory officials and bodies to own its properties, to conduct its business as described in the Registration Statement and the Prospectus Supplementand to execute, deliver and perform this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement, except such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution by the Underwriter of the Offered Securities; all such authorizations, approvals, orders, licenses and certificates are in full force and effect and contain no unduly burdensome provisions; and, except as set forth or contemplated in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or, to the extent best knowledge of the Depositor, threatened that would result in a material modification, suspension or revocation thereof. (f) The Offered Securities have been duly authorized, and when the Offered Securities are issued and delivered pursuant to the Underwriting Agreement, the Offered Securities will have been duly executed, issued and delivered and will be entitled to the benefits provided by the applicable Pooling and Servicing Agreement, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such information benefits is known considered in a proceeding in equity or at that time law), and minus specific sections including will conform in substance to the Method of Distribution section or an Iterative Information Package (such Free Writing description thereof contained in the Registration Statement and the Prospectus, together and will in all material respects be in the form contemplated by the Pooling and Servicing Agreement. (g) The execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement are within the corporate power of the Depositor and none of the execution and delivery by the Depositor of this Agreement, the Underwriting Agreement and the Pooling and Servicing Agreement or the consummation by the Depositor of the transactions therein contemplated, or the compliance by the Depositor with the Basic Prospectusprovisions thereof, will conflict with or result in a breach of, or constitute a default under, the charter or the by-laws of the Depositor or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any Iterative Information Packageof the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound, or will result in the creation or imposition of a lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, except such as have been obtained under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters. (h) The Underwriting Agreement has been, and at the Closing Date the Pooling and Servicing Agreement will have been, duly authorized, executed and delivered by the Depositor. (i) At the Closing Date, each of the Underwriting Agreement and the Pooling and Servicing Agreement will constitute a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (j) No filing or registration with, notice to, or consent, approval, non-disapproval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Depositor of the transactions contemplated by the Underwriting Agreement or the Pooling and Servicing Agreement, except such as have been obtained and except such as may be required under the 1933 Act, the “Definitive Free Writing rules and regulations thereunder, or state securities or "Blue Sky" laws, in connection with the purchase and distribution of the Offered Securities by the Underwriters. (k) The Depositor owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease, own or license, as the case may be, and to operate, its properties and to carry on its business as presently conducted and has received no notice of proceedings relating to the revocation of any such license, permit, consent, order or approval, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, results of operations, net worth or condition (financial or otherwise) of the Depositor. (l) Other than as set forth or contemplated in the Prospectus”, there are no legal or governmental proceedings pending to which the Depositor is a party or of which any property of the Depositor is the subject which, if determined adversely to the Depositor would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), earnings, affairs, or business or business prospects of the Depositor and, to the best of the Depositor's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (m) Each of the Offered Securities will, when issued, be a "mortgage related security" as such term is defined in Section 3(a)(41) of the 1934 Act. (n) At the Closing Date each of the Mortgage Loans which is a subject of the Pooling and Servicing Agreement and all such Mortgage Loans in the aggregate will meet the criteria for selection described in the Prospectus, and at the Closing Date the representations and warranties made by the Depositor in such Pooling and Servicing Agreement will be true and correct as of such date. (o) At the time of execution and delivery of the Pooling and Servicing Agreement, the Depositor will have good and marketable title to the Mortgage Loans being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"), and will not have assigned to any person any of its right, title or interest in such Mortgage Loans or in such Pooling and Servicing Agreement or the Offered Securities being issued pursuant thereto. The Definitive Free Writing Prospectus must be provided Depositor will have the power and authority to transfer such Mortgage Loans to the Trustee and to transfer the Offered Securities to each investor of the Underwriters, and upon execution and delivery to the Trustee of the Pooling and Servicing Agreement and delivery to each of the Underwriters of the Offered Securities, the Trustee will have good and marketable title to the Mortgage Loans and each of the Underwriters will have good and marketable title to the Offered Securities, in each case free and clear of any Liens. (p) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust Fund (as defined in the Pooling and Servicing Agreement) is not required to be registered under the Investment Company Act of 1940, as amended. (q) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Underwriting Agreement, this Agreement, the Pooling and Servicing Agreement and the Offered Securities have been or will be paid at or prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing ProspectusClosing Date.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-91334) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented thereunder, (including any prospectus ii) been filed with the Commission pursuant under the Securities Act and (iii) become effective under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to Rule 424 the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Effective Date" means the date of the rules and regulations of Effective Time. "Registration Statement" means such registration statement, as amended, at the Commission (the “Rules and Regulations”) under the ActEffective Time, including any documents incorporated by reference therein at such time. "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereto, including any preliminary prospectus supplement that, as completed, is proposed to be used in connection with the sale of the Certificates and any prospectus filed with the Commission by the Depositor with the consent of the Underwriters pursuant to Item Rule 424(b) of the Rules and Regulations. "Prospectus" means the final prospectus dated February 25, 2003 (the "Basic Prospectus"), as supplemented by the final prospectus supplement dated March 26, 2003 (the "Prospectus Supplement") relating to the Certificates, to be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference herein to 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 which were as of the date of the Prospectus. Any reference to any amendment or supplement to the 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 Preliminary Prospectus, if any, or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus, if any, or the Prospectus, as the case may be. 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus, if any, or the Prospectus. 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 Rules and Regulations that have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in agrees with the applicable Terms Agreement as of the date of such Terms Agreement, as followsUnderwriters that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have been required to the date hereof, relating S-3 (No. 333-171670) with respect to the Certificates and (i) has been prepared by the offering thereof from time to time Depositor in accordance conformity with Rule 415 under the requirements of the Securities Act of 1933, as amended (the “Securities Act”), have been filed with 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; and (iii) has become effective under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriters. As used in this Underwriting Agreement, “Effective Time” means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Registration Statement” means such registration statement 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 has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time 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 (including 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 prospectus filed amendments or supplements thereto, the “Pricing Term Sheet”). The Depositor proposes to file with the Commission pursuant to Rule 424 of 424(b) under the rules and regulations of the Commission under the Securities Act the final prospectus supplement to the Base Prospectus (the “Rules Prospectus Supplement” and Regulationstogether with the Base Prospectus, the “Prospectus”) under ). Reference made herein to the Act, including 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 which were as of the date of the Prospectus and any reference to any amendment or supplement to the 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 case may be, and incorporated by reference in such Prospectus, as the case 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Disclosure Documents (as defined herein) or Prospectus. There are no contracts or documents of the Depositor 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 before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under the Act Form S-3 have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to agrees with, each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsthat: (a) A registration statement on Form S-3S-3 (No. 333-163025) relating to asset backed notes and certificates, including a prospectusthe Offered Notes, and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have has been filed by Depositor with the Securities and Exchange Commission (the “Commission”) and such registration statement as amended has become effectiveeffective on [•], 20[•], and is still effective as of the date hereof under the Securities Act. Such registration statement as amended and the prospectus relating The Depositor proposes to the sale of Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus filed file with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”) a prospectus supplement dated [•], 20[•] (together with information referred to under the Act, including any documents incorporated by reference caption “Static Pool Data” therein pursuant to Item 12 regardless of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date whether it is deemed a part of the Registration Statement or Prospectus, the “Prospectus Supplement”) to the prospectus dated [•], 20[•], relating to the Offered Notes and the method of distribution thereof. Copies of such registration statement, any amendment or supplement thereto, such prospectus, the Preliminary Prospectus and the Prospectus Supplement have been delivered to you. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date of hereof, and as further supplemented by the Prospectus Supplement, are respectively hereinafter referred to herein as the “Registration Statement” and the “Prospectus,” respectively. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Depositor has filed the Preliminary Prospectus and it has done so within the applicable period of time required under the Securities Act and the Rules and Regulations. (b) The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, and the Prospectus, as of the date of the Prospectus Supplement, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”; provided), howeverand the rules and regulations of the Commission thereunder. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement pursuant to Rule 430B(f)(2) and any amendment thereto, did not include any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Preliminary Prospectus, as of its date and as of the Time of Sale, did not contain an untrue statement of a material fact and did not 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. The Prospectus, as of the date of the Prospectus Supplement and as of the Closing Date, does not and will not contain any untrue statement of a material fact and did not and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the three preceding sentences do not apply to (i) that a supplement to part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Indenture Trustee under the Trust Indenture Act or (ii) that information contained in or omitted from the Registration Statement or the Prospectus (a or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriters’ Information (as defined below). The Indenture has been qualified under the Trust Indenture Act. “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering Underwriters’ Information” consists solely of the Series of Certificates to which it relates. The conditions of Rule 415 [five sentences after the first table] under the Act have been satisfied with respect to caption “Underwriting” in the Depositor Preliminary Prospectus Supplement and the Registration Statement. The Depositor further proposes to prepare, [five sentences after the final terms of all classes of first table and the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear table following such five sentences] under the caption “Underwriting” in the Prospectus Supplement. (c) The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the extent that such information is known at that time statements therein, in the light of the circumstances under which they were made, not misleading; and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive each Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean below) disseminated by the Depositor does not conflict with the information contained in any of the documents comprised in the Time of Sale Information; provided that the Depositor makes no representation and warranty with respect to any class statements or omissions made in reliance upon and in conformity with the Underwriters’ Information. (d) This Agreement has been duly authorized, executed and delivered by the Depositor. (e) The Notes have been duly authorized and, when issued and delivered pursuant to this Agreement or any other agreement, as applicable, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of Certificatesthe Trust entitled to the benefits provided by the Indenture, collectively under which they are to be issued, which is substantially in the following documents: form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, when executed and delivered by the Trust and the Trustee, will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Notes and the Indenture will conform to the descriptions thereof in the Time of Sale Information and the Prospectus. (f) The Depositor’s assignment and delivery of the Receivables to the Trust will vest in the Trust all of the Depositor’s right, title and interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (g) The Trust’s assignment of the Receivables to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (h) None of the Depositor, the Company or the Trust is required to be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and none of the Depositor, the Company or anyone acting on behalf of the Depositor or the Company has taken any action that would require qualification of the Trust Agreement under the Trust Indenture Act, nor will the Depositor or the Company act, nor has either of them authorized, nor will either of them authorize, any person to act in such a manner. (i) one or more term sheets or other Written CommunicationsThe Depositor is not, providing information about that class and on the date on which the first bona fide offer of Certificates the Offered Notes was made was not, an “ineligible issuer,” as defined in Rule 405 under the Securities Act. (j) [If TALF eligible: As of the date hereof, the Offered Notes are expected to constitute “eligible collateral” under TALF and as of the Closing Date, the Offered Notes will constitute “eligible collateral” under TALF. The Offered Notes and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties Receivables satisfy all applicable criteria for securities relating to the transaction as known at the time of such term sheet“prime retail auto loans” under TALF, and the taxTrust and CFSA, ERISA as Sponsor, have satisfied, or by the Closing Date will have satisfied, all applicable requirements under TALF. The Preliminary Prospectus contains, and SMMEA characteristics of that class of Certificates the Prospectus will contain, all applicable information required to be included therein under TALF.] (k) The Receivables are tangible chattel paper, as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information defined in the Prospectus Supplement to the extent known at the time of such term sheet supplementUCC, and (iii) the Prospectusno Receivables are electronic chattel paper, which may be provided by a link to a website. Each of the items described in (i) and (ii) as defined in the preceding sentence shall constitute a Free Writing ProspectusUCC.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you to, and agrees with, the Underwriters that as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsClosing Date: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. [ ]) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”), have been filed with ") and the rules and regulations (the "Rules and 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. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Registration Statement" means such registration statement as amended has become effective. Such registration statement as amended statement, at the Effective Time, including any documents incorporated by reference therein at such time; "Basic Prospectus" means such final prospectus dated [ ] [ ], 200[ ]; and "Prospectus Supplement" means the final prospectus supplement relating to the sale of Certificates constituting a part thereof as from time Offered Certificates, to time amended or supplemented (including any prospectus be filed with the Commission pursuant to paragraphs (2), (3) or (5) of Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under . "Prospectus" means the Act, including Basic Prospectus together with the Prospectus Supplement. Reference made herein to 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 which were as of the date of the Prospectus and any reference to any amendment or supplement to the 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 Prospectus and incorporated by reference in the 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the 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 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 before prior to the Effective Date of the Registration Statement other than such documents or the date of the Prospectus Supplementmaterials, are respectively referred to herein if any, as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement any Underwriter delivers to the Prospectus (a “Prospectus Supplement”) prepared Depositor pursuant to Section 5(a8(f) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. for filing on Form 8-K. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to To the extent that any Underwriter has provided to the Depositor Computational Materials that such information is known at that time and minus specific sections including Underwriter has provided to a prospective investor, the Method of Distribution section Depositor will file or an Iterative Information Package (such Free Writing Prospectus, together cause to be filed with the Basic ProspectusCommission a report on Form 8-K containing such Computational Materials, or as soon as reasonably practicable after the date of this Agreement, but in any Iterative Information Packageevent, not later than 11:00 a.m. New York time on the “Definitive Free Writing Prospectus”). The Definitive Free Writing date on which the Prospectus must be provided to each investor prior is made available to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean Underwriter and is filed with respect the Commission pursuant to any class of Certificates, collectively the following documents: (iRule 424(b)(5) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) Rules and (ii) in the preceding sentence shall constitute a Free Writing ProspectusRegulations.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you the Underwriter as of the date hereof, hereof and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsDelivery Date: (a) A registration statement on Form S-3, S-3 (File Number 333-127912) including a prospectus, prospectus (the “Base Prospectus”) and such amendments thereto as may have been required to on the date hereof, hereof relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement statement, as amended amended, has been filed and has become effectiveeffective under the Securities Act of 1933 (the “Act”). Such registration statement statement, as amended to the date of this Agreement meets the requirements set forth in Rule 415(a)(1) under the Act and complies in all other material respects with such rule. Such registration statement, as amended and the prospectus all documents incorporated therein by reference relating to the sale Certificates is hereinafter referred to as the “Registration Statement”; such Base Prospectus, the form of which is contained in the Registration Statement; and any supplement to the Base Prospectus with respect to the offering of the Certificates constituting a part thereof as from time to time amended or supplemented (including any prospectus the “Prospectus Supplement”), which shall be filed with the Commission pursuant to Rule 424 (b) of the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”) under shall be collectively referred to herein as the Act, including “Prospectus.” References made herein to the Prospectus also shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were as of the date of the Prospectus, and any reference to any amendment or supplement to the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) on or before the Effective Date of the Registration Statement or after the date of the Prospectus Supplement, are respectively referred and incorporated by reference in the Prospectus and any reference to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement any amendment to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof Registration Statement shall be deemed to have supplemented the Prospectus only with respect to the Offering include any report of the Series Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of Certificates the Exchange Act after the Effective Time (as defined below) that is incorporated by reference in the Registration Statement. (b) The Depositor proposes to which it relates. The conditions of file with the Commission pursuant to Rule 415 424 under the Act have been satisfied a Prospectus Supplement relating to the Certificates and the plan of distribution thereof and has previously advised the Underwriter of all further information (financial and other) with respect to the Depositor and to be set forth therein. The Commission has not issued any order preventing or suspending the use of the Prospectus or the effectiveness of the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that Statement and no proceedings for such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectus.purpose

Representations and Warranties of the Depositor. The Depositor represents and warrants to you the Underwriters as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, hereof as follows: (a) A a registration statement on Form S-3, including a prospectus, prospectus and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”"ACT"), have in the form heretofore delivered to you, as the Representative, has been filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") and such registration statement as amended has become effective. Such ; such registration statement statement, as amended amended, exclusive of any related Computational Materials and ABS Term Sheets (each as defined in SECTION 8(a) below) previously filed or to be filed pursuant to SECTION 5(a) and any Computational Materials and ABS Term Sheets relating to securities other than the Certificates), and the prospectus relating to the sale of the Certificates offered thereby by the Depositor and constituting a part thereof of such registration statement, as such prospectus is from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”"RULES AND REGULATIONS") under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement), are respectively referred to herein as the “Registration Statement” "REGISTRATION STATEMENT" and the “Prospectus”"BASE PROSPECTUS"; provided, however, that a supplement the Registration Statement is identified on SCHEDULE II hereto; the conditions to the Prospectus (use of a “Prospectus Supplement”) prepared pursuant registration statement on Form S-3 under the Act, as set forth in the General Instructions to Section 5(a) hereof shall be deemed to have supplemented Form S-3, and the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor Registration Statement; and no other amendment to the Registration Statement (other than any amendment thereof by reason of Rule 429) will be filed which shall be reasonably disapproved by you, as the Representative, promptly after reasonable notice thereof; (b) there is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement. The ; and the Depositor further proposes is not aware of any proceeding for that purpose having been instituted or threatened; and the Depositor has not received notification with respect to prepare, after the final terms suspension of all classes the qualification of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear for sale in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section any jurisdiction or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class initiation or threat of Certificates, collectively any proceeding for such purpose; (c) the following documents: Registration Statement (i) one or more term sheets or other Written Communications, providing information about that class on its effective date and on the date of Certificates the then most recently filed Prospectus Supplement (as defined below in this SECTION 2(c)) conformed in all respects to the requirements of the Act and the structure Rules and other cash flow characteristics thereof, information regarding Regulations thereunder 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 payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) statements therein not misleading and (ii) on the date hereof will conform in all respects to the preceding sentence shall constitute requirements of the Act and the Rules and Regulations thereunder and will not include any untrue statement of a Free Writing Prospectus.material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Base Prospectus and the supplement to the Base

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-113636) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and 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 under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Effective Date" means the date of the Effective Time. "Registration Statement" means such registration statement statement, as amended has become effectiveamended, at the Effective Time, including any documents incorporated by reference therein at such time. Such registration statement "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereto, including a preliminary prospectus supplement that, as amended and the prospectus relating completed, is proposed to be used in connection with the sale of the Public Certificates constituting a part thereof as from time to time amended or supplemented (including and any prospectus filed with the Commission by the Depositor with the consent of the Underwriter pursuant to Rule 424 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”. "Prospectus" means the final prospectus dated April 26, 2004 (the "Basic Prospectus"), as supplemented by the final prospectus supplement dated the date hereof (the "Prospectus Supplement") under relating to the ActPublic Certificates, including to be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference herein to 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 which were as of the date of the Prospectus. Any reference to any amendment or supplement to the 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 Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be. 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus. 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 Rules and Regulations that have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereof, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, hereof as follows: (a) A a registration statement on Form S-3, including a prospectus, prospectus and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Act”"), have in the form heretofore delivered to you, has been filed with the Securities and Exchange Commission (the “"Commission”") and has become effective; such registration statement, including the exhibits thereto and any information that is contained in the Prospectus (as defined herein) and is deemed to be a part of and included in such registration statement, as such registration statement may have been amended or supplemented at the date of the Prospectus, is hereinafter referred to as amended has become effective. Such registration statement as amended and the "Registration Statement"; the prospectus first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the Securities Act is hereinafter referred to as the "Base Prospectus"; the supplement to the Base Prospectus relating to the sale of Certificates constituting a part thereof as from time in the form first required to time amended or supplemented (including any prospectus be filed with to satisfy the Commission condition set forth in Rule 172(c) and pursuant to Rule 424 424(b) under the Securities Act is hereinafter referred to as the "Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement, including the diskette delivered therewith, together, are hereinafter referred to as the "Prospectus"); the conditions to the use of the rules and regulations of the Commission (the “Rules and Regulations”) a registration statement on Form S-3 under the Act, including any documents incorporated by reference therein pursuant as set forth in the General Instructions to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934S-3, as amended (the “Exchange Act”) on or before the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions of Rule 415 under the Act have been satisfied with respect to the Depositor Registration Statement; and no other amendment to the Registration Statement will be filed which shall have been reasonably disapproved by you promptly after reasonable notice thereof; (b) there is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and the Registration Statement. The Depositor further proposes is not aware of any proceeding for that purpose having been instituted or threatened; and there has been no notification with respect to prepare, after the final terms suspension of all classes the qualification for sale of the Certificates have for sale in any jurisdiction or any proceeding for such purpose having been establishedinstituted or threatened; (c) the Registration Statement on its effective date or deemed effective date pursuant to Rule 430B under the Securities Act conformed in all respects to the requirements of the Act and the rules and regulations of the Commission (the "Rules and Regulations") thereunder 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; the Prospectus, on the date of the Prospectus Supplement will conform in all respects to the requirements of the Act and the Rules and Regulations thereunder and will 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, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from either the Registration Statement or the Prospectus to the extent based upon and in conformity with (A) the Underwriters' Information (as defined in Section 7(a)), (B) the information as to which the Mortgage Loan Sellers indemnify the Underwriters under their respective Indemnification Agreements, each dated as of the date hereof (collectively, the "Mortgage Loan Seller Indemnification Agreements"), by and among the Depositor, each Mortgage Loan Seller, respectively, and each Underwriter), (C) any information contained in or omitted from the portions of the Prospectus for which the Master Servicer is obligated to indemnify the Underwriters pursuant to the Indemnification Agreement, dated as of [__________] (the "Master Servicer Indemnification Agreement"), between the Master Servicer and the Depositor (the "Master Servicer Information"), (D) any information contained in or omitted from the portions of the Prospectus for which the Special Servicer is obligated to indemnify the Underwriters pursuant to the Indemnification Agreement, dated as of [___________] (the "Special Servicer Indemnification Agreement"), between the Special Servicer and the Depositor (the "Special Servicer Information"), or (E) any information contained in or omitted from the portions of the Prospectus for which the Trustee is obligated to indemnify the Underwriters pursuant to the Indemnification Agreement, dated as of [__________] (the "Trustee Indemnification Agreement" and collectively, the "Indemnification Agreements"), between the Trustee and the Depositor (the "Trustee Information"); (d) The Time of Sale Information, at the Time of Sale, did not, and at the Specified Delivery Date 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 the Depositor makes no representation and warranty with respect to (A) any statements or omissions made in reliance upon and in conformity with the Underwriter Information or (B) any Mortgage Loan Seller Information contained in or omitted from such Time of Sale Information. (e) Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any "written communication" (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information, and (iii) each other written communication of the Depositor or its agents and representatives approved by the Underwriters either in writing in advance or in any other manner mutually agreed by the Underwriters and the Depositor (each such communication referred to in clause (ii) and this clause (iii) constituting an "issuer free writing prospectus", as defined in Rule 433(h) under the Securities Act, being referred to herein as an "Issuer Free Writing Prospectus"). Each such Issuer Free Writing Prospectus that complied or, if used after the date hereof, will contain substantially comply, in all information that material respects with the Securities Act and the rules and regulations promulgated thereunder, has been filed or will appear be filed in the Prospectus Supplement, accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Specified Delivery Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 such information is known at that time the Depositor makes no representation and minus specific sections including warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with the Method of Distribution section Underwriter Information or an Iterative (ii) any Mortgage Loan Seller Information, Master Servicer Information, Special Servicer Information Package (such or Trustee Information contained in or omitted from any Issuer Free Writing Prospectus. (f) the Depositor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, together with full corporate power and authority to own its assets and conduct its business as described in the Prospectus, is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Depositor or its execution and performance of the terms of this Agreement, and is conducting its business so as to comply in all material respects with the Basic Prospectusapplicable statutes, ordinances, rules and regulations of the jurisdictions in which it is conducting business; (g) the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreements and the Certificates conform, or any Iterative Information Package, will conform as of the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale Specified Delivery Date (as defined herein). An “Iterative Information Package” shall mean , to the description thereof contained in the Registration Statement and the Prospectus; and the Certificates have been duly and validly authorized (or will have been so authorized prior to the issuance thereof), and, when such Certificates are duly and validly executed by the Depositor or Trustee, authenticated by the Trustee and delivered in accordance with respect the Pooling and Servicing Agreement and delivered and paid for as provided herein, will be validly issued and outstanding and entitled to the benefits afforded by the Pooling and Servicing Agreement; (h) the Depositor is not in violation of its certificate of incorporation or by-laws or in default under any class agreement, indenture or instrument the effect of Certificateswhich violation or default would be material and adverse to the Depositor or which violation or default would have a material adverse effect on the performance by the Depositor of its obligations under this Agreement, collectively the following documents: Pooling and Servicing Agreement, the Certificates or the Mortgage Loan Purchase Agreements; there are no actions or proceedings against, or investigations of, the Depositor pending, or, to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal (i) one or more term sheets or other Written Communications, providing information about that class asserting the invalidity of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificatesthis Agreement, the basic terms of Pooling and Servicing Agreement, any credit enhancements, including any subordination, as known at Mortgage Loan Purchase Agreement or the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheetCertificates, (ii) a term sheet supplementseeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, containing relevant risk factors (iii) which might materially and additional adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability against the Depositor of, this Agreement, the Pooling and Servicing Agreement, any Mortgage Loan Purchase Agreement or the Certificates or (iv) seeking to affect adversely the federal income tax attributes of the Certificates described in the Prospectus; (i) there has not been, and as of the Specified Delivery Date there will not be, any material adverse change in the business operations, financial condition, properties or assets of the Depositor since the date as of which information similar to the information is given in the Prospectus Supplement that would have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement; (j) there are no contracts, indentures or other documents of a character required by the Act or by the rules and regulations thereunder to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the extent known at Registration Statement that have not been so described or referred to therein or so filed or incorporated by reference as exhibits thereto; (k) the time Depositor possesses all material licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, and the Depositor has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Depositor; (l) the issue and sale of the Certificates and the compliance by the Depositor with all of the provisions of the Certificates, each Mortgage Loan Purchase Agreement, this Agreement and the Pooling and Servicing Agreement, and the execution and delivery by the Depositor of this Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements are within the corporate power of the Depositor and have been (in the case of this Agreement), or will have been, duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery by the Depositor of such term sheet supplementinstruments, and (iii) nor the Prospectus, which may be provided consummation by a link to a website. Each the Depositor of the items described transactions herein or therein contemplated, nor the compliance by the Depositor with the provisions hereof or thereof, will (A) conflict with or result in (i) and (ii) in the preceding sentence shall a breach of, or constitute a Free Writing Prospectus.default under, any of the provisions of the certificate of incorporation or by-laws of the Depositor, (B) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, (C) conflict with any of the provisions of any indenture, mortgage, contract or other instrument to which the Depositor is a party or by which it is bound or

Representations and Warranties of the Depositor. The Depositor represents and warrants to you as of the date hereofto, and to each Underwriter named in the applicable Terms Agreement as of the date of such Terms Agreement, as followsagrees with you that: (a) A registration statement Registration Statement on Form S-3, including a prospectus, and such amendments thereto as may have S-3 (No. 333-43278) has (i) been required to prepared by the date hereof, relating to Depositor in conformity with the Certificates and the offering thereof from time to time in accordance with Rule 415 under requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), have been filed with and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”") and such registration statement as amended has become effective. Such registration statement as amended and the prospectus relating to the sale of Certificates constituting a part thereof as from time to time amended or supplemented thereunder, (including any prospectus ii) been filed with the Commission pursuant under the Securities Act and (iii) become effective under the Securities Act. Copies of such Registration Statement have been delivered by the Depositor to Rule 424 the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Effective Date" means the date of the rules and regulations of Effective Time. "Registration Statement" means such registration statement, as amended, at the Commission (the “Rules and Regulations”) under the ActEffective Time, including any documents incorporated by reference therein at such time. "Preliminary Prospectus" means each prospectus included in such Registration Statement, or amendments thereto, including any preliminary prospectus supplement that, as completed, is proposed to be used in connection with the sale of the Notes and any prospectus filed with the Commission by the Depositor with the consent of the Underwriters pursuant to Item Rule 424(b) of the Rules and Regulations. "Prospectus" means the final prospectus dated December 6, 2000 (the "Basic Prospectus"), as supplemented by the final prospectus supplement dated December 6, 2000 (the "Prospectus Supplement") relating to the Notes, to be filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations. Reference herein to 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 which were as of the date of the Prospectus. Any reference to any amendment or supplement to the 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 Preliminary Prospectus, if any, or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus, if any, or the Prospectus, as the case may be. 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 Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Preliminary Prospectus, if any, or the Prospectus. 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 Rules and Regulations that have not been so filed or incorporated by reference therein on or before prior to the Effective Date of the Registration Statement or the date of the Prospectus Supplement, are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided, however, that a supplement to the Prospectus (a “Prospectus Supplement”) prepared pursuant to Section 5(a) hereof shall be deemed to have supplemented the Prospectus only with respect to the Offering of the Series of Certificates to which it relates. The conditions for use of Rule 415 under Form S-3, as set forth in the Act General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, either a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section or an Iterative Information Package (such Free Writing Prospectus, together with the Basic Prospectus, or any Iterative Information Package, the “Definitive Free Writing Prospectus”). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein). An “Iterative Information Package” shall mean with respect to any class of Certificates, collectively the following documents: (i) one or more term sheets or other Written Communications, providing information about that class of Certificates and the structure and other cash flow characteristics thereof, information regarding the payment priority of such certificates, the basic terms of any credit enhancements, including any subordination, as known at the time of such term sheet, factual information about the Mortgage Loans (other than any Underwriter Derived Information) as known at the time of such term sheet, information regarding the parties to the transaction as known at the time of such term sheet, and the tax, ERISA and SMMEA characteristics of that class of Certificates as known at the time of such term sheet, (ii) a term sheet supplement, containing relevant risk factors and additional information similar to the information in the Prospectus Supplement to the extent known at the time of such term sheet supplement, and (iii) the Prospectus, which may be provided by a link to a website. Each of the items described in (i) and (ii) in the preceding sentence shall constitute a Free Writing Prospectussatisfied.