UNDERWRITING AGREEMENT

                                                                     EXHIBIT 1.1


                         DEUTSCHE ALT-A SECURITIES, INC.

                           MORTGAGE BACKED SECURITIES

                             UNDERWRITING AGREEMENT


                                                                  Dated [_______]



DEUTSCHE BANK SECURITIES INC.,
Acting on behalf of itself and, if applicable,
as the Representative of the several Underwriters
named in Schedule I to the Terms Agreement
(in either such capacity sometimes herein the "Representative")
60 Wall Street
New York, New York 10005

Ladies and Gentlemen:

         Section 1. INTRODUCTORY. Deutsche Alt-A Securities, Inc., a Delaware
corporation (the "DEPOSITOR"), proposes, subject to the terms and conditions
stated herein, to sell its Mortgage Backed Notes (the "NOTES") and Mortgage
Backed Certificates (the "Certificates" and together with the Notes the
"SECURITIES") from time to time in one or more series (each, a "SERIES"). Each
Series, which may include one or more classes of Notes and/or one or more
classes of Certificates, will be issued by a trust formed with respect to such
Series (each, a "TRUST"). Each Series of Certificates will represent
indebtedness of the related Trust. Each Series of Notes will represent
indebtedness of the related Trust. The assets of the Trust (the "TRUST
PROPERTY") may include, among other things, one or more pools of various types
of single family and/or multi-family mortgage loans (the "MORTGAGE LOANS"),
unsecured home improvement installment sales contracts and installment loans,
manufactured housing installment sale contracts or installment loan agreements,
beneficial interest therein, pass-through or participation certificates issued
or guaranteed by the Government National Mortgage Association or Fannie Mae or
the Federal Home Loan Mortgage Corporation, letters of credit, insurance
policies, guarantees, reserve funds or other types of credit support, currency
or interest rate exchange agreements and other financial assets, and/or monies
on deposit in one or more trust accounts.

         The Securities are more fully described in the Registration Statement
(as defined herein). Each Series of Securities and any classes of Securities
(each, a "CLASS") within such Series may vary as to, among other things, number
and types of Classes, principal or notional amount, interest rate, the
percentage interest, if any, evidenced by each Class in the payments of
principal of and interest on, or with respect to, the Trust Property, priority
of payment among Classes, credit enhancement with respect to the related Trust
Property or Securities, the Classes of such Series subject to this Underwriting
Agreement, and any other terms contemplated by the Terms Agreement (as defined
herein) with respect to the Securities of such Series.

         Each offering of the Securities to which this Underwriting Agreement
applies will be made pursuant to the Registration Statement through the
Representative or through an underwriting syndicate managed by the
Representative. Whenever the Depositor determines to form a Trust and to make
such an offering of Securities of a Series, it will enter into an appropriate
agreement (the "TERMS AGREEMENT"), a form of which is attached hereto as Exhibit
A, providing for the sale of certain classes of such Securities to, and the
purchase and offering thereof by, the Representative and such other
underwriters, if any, as have authorized the Representative to enter into such
Terms Agreement on their behalf (the "UNDERWRITERS," which term shall include
the Representative, whether acting alone in the sale of such Securities, in
which case any reference herein to the Representative shall be deemed to refer
to the Representative in its individual capacity as Underwriter of the
Securities, or as a member of an underwriting syndicate). Such Terms Agreement
shall specify the undivided interest, principal or notional amount of each Class
of the Securities to be issued, the Classes of Securities subject to this
Underwriting Agreement, the price at which such Classes of Securities are to be
purchased by the Underwriters from the Depositor and the initial public offering
price or prices or the method by which the price or prices at which such
Securities are to be sold will be determined.

         Each such offering of Securities as to which Deutsche Bank Securities
Inc. is the sole underwriter or acts as the Representative of the several
Underwriters will be governed by this Underwriting Agreement, as supplemented by
the applicable Terms Agreement, and this Underwriting Agreement and such Terms
Agreement shall inure to the benefit of and be binding upon each Underwriter
participating in the offering of such Securities.

         Section 2. REPRESENTATIONS AND WARRANTIES. The Depositor represents and
warrants to, and agrees with, each Underwriter, as of the date of the related
Terms Agreement, that:

         (a) The registration statement specified in the related Terms
Agreement, on Form S-3, including a prospectus, has been filed with the
Securities and Exchange Commission (the "COMMISSION") for the registration under
the Securities Act of 1933, as amended (the "ACT"), of the Securities, which
registration statement has been declared effective by the Commission. Such
registration statement, as amended to the date of the related Terms Agreement,
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 (as such date is defined in Rule 158(c) under the Act,
the "EFFECTIVE Date"), is hereinafter called the "REGISTRATION STATEMENT," and
such prospectus, as such prospectus is supplemented by a prospectus supplement
relating to the Securities of the related Series, each in the form first filed
after the date of the related Terms Agreement pursuant to Rule 424(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 Exchange Act on or
before the date of such prospectus supplement (such prospectus supplement,
including such incorporated documents, in the form first filed after the date of
the related Terms Agreement pursuant to Rule 424(b) is hereinafter called the
"PROSPECTUS SUPPLEMENT"), is hereinafter called the "PROSPECTUS" (except where
the context requires otherwise). Any reference herein to the terms "amend,"
"amendment" or "supplement" with respect to the Registration Statement, the
Prospectus or the Prospectus Supplement shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective Date or
the issue date of the Prospectus or Prospectus Supplement, as the case may be,
deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3
under the Act. The Depositor further proposes to prepare, after the final terms
of all classes of the Securities have been established, 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
(such Free Writing Prospectus, together with the Basic Prospectus, the
"Definitive Free Writing Prospectus").

         (b) The related Registration Statement, at the time it became
effective, and the prospectus contained therein, and any amendments thereof and
supplements thereto filed prior to the date of the related Terms Agreement,
conformed in all material respects to the requirements of the Act and the rules
and regulations of the Commission thereunder (the "RULES AND REGULATIONS"); on
the date of the related Terms Agreement and on the related Closing Date
(________, __, 200_), the Registration Statement, the Prospectus and the related
Prospectus Supplement, and any amendments thereof and supplements thereto, will
conform in all material respects to the requirements of the Act and the Rules
and Regulations; such Registration Statement, at the time it became effective,
did not contain any 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; such Prospectus and Prospectus Supplement, on the date
of any filing pursuant to Rule 424(b) and on the related Closing Date, will not
include any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they are made, not misleading; 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 as specified in the related Terms Agreement or
(B) any ABS Filing (as defined herein), 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). In addition,
any Issuer Information (as defined below) contained in the Definitive Free
Writing Prospectus, as of the date thereof, 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 Effective Date shall mean the earlier of the
date on which the Definitive Free Writing Prospectus is first used and the time
of the first Contract of Sale to which such Prospectus Supplement relates. As
used herein, "Pool Information" means all loan level data with respect to the
characteristics of the Mortgage Loans and administrative and servicing fees, as
provided by or on behalf of the Depositor. The Depositor acknowledges that
except for any Computational Materials, the Underwriters' Information (as
defined in Exhibit B) and the decrement/yield tables constitute the only
information furnished in writing by you or on your behalf for use in connection
with the preparation of the Registration Statement or the Prospectus, and you
confirm that the Underwriters' Information is correct with respect to you and
the Securities such Underwriter underwrites.

         (c) The Depositor is a corporation duly incorporated, validly existing
and in good standing under the laws of the state of its incorporation, and is
duly qualified to transact business and is in good standing in each jurisdiction
in the United States of America in which the conduct of its business or the
ownership of its property requires such qualification, with corporate power to
own, lease and operate its property and conduct its business as it is currently
conducted.

         (d) The Depositor has, and will have, the requisite power to execute
and deliver each of this Underwriting Agreement, each pooling and servicing
agreement, to be entered into among the Depositor, the servicer specified
therein (the "SERVICER"), and the trustee specified therein (the "P&S TRUSTEE");
each trust agreement, to be entered into between the Depositor and the trustee
specified therein (the "OWNER TRUSTEE"); each indenture, to be entered into
among the Trust and the trustee specified therein (the "INDENTURE TRUSTEE" and
together with the P&S Trustee and the Owner Trustee, the "TRUSTEE"); each
transfer and servicing agreement, transfer agreement or other document executed
by the Depositor in connection with the issuance and sale of the related
Securities (each of the above-referenced agreements, an "AGREEMENT"), and Terms
Agreement and to perform its obligations hereunder and thereunder.

         (e) 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 Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose.

         (f) Each of the Agreements, Terms Agreements and this Underwriting
Agreement has been, or will be, duly and validly authorized, executed and
delivered by the Depositor, and each of the Agreements (as applicable), Terms
Agreements and this Underwriting Agreement constitutes, or will constitute, the
valid, legal and binding obligation of the Depositor, enforceable against the
Depositor in accordance with its terms.

         (g) The Securities of each Series conform, or will conform as of the
related Closing Date, to the description thereof contained in the Registration
Statement, the Prospectus, and the related Prospectus Supplement; and the
Securities of such Series, on the related Closing Date, will have been duly and
validly authorized and, when such Securities are duly and validly executed,
issued and delivered in accordance with the related Agreement, and sold to the
Underwriters as provided herein and in the related Terms Agreement, will each be
validly issued and outstanding and entitled to the benefits of such Agreement.

         (h) As of the related Closing Date, the representations and warranties
of the Depositor set forth in the related Agreement will be true and correct.

         (i) Neither the execution and delivery by the Depositor of any
Agreement (as applicable), Terms Agreement or this Underwriting Agreement nor
the consummation by the Depositor of the transactions contemplated herein or
therein, nor the issuance of the Securities of a Series or the public offering
thereof as contemplated in the Prospectus and the applicable Prospectus
Supplement, will conflict in any material respect with or result in a material
breach of, or constitute a material default (with notice or passage of time or
both) under, or result in the imposition of any lien, pledge, charge,
encumbrance, adverse claim or other security interest of any other person
(collectively, "LIENS") upon any of the property or assets of the Depositor
(except as required or permitted pursuant thereto or hereto), pursuant to any
material mortgage, indenture, loan agreement, contract or other instrument to
which the Depositor is party or by which it is bound, nor will such action
result in any violation of any provisions of any applicable law, administrative
regulation or administrative or court decree, the certificate of incorporation
or by-laws of the Depositor. The Depositor is not in violation of its
certificate of incorporation, in default in any material respect in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note,
lease, trust agreement, transfer and servicing agreement or other instrument to
which it is a party or by which it may be bound, or to which any material
portion of its property or assets is subject.

         (j) No legal or governmental proceedings are 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 financial position,
shareholders' equity or results of operations 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.

         (k) Since the date as of which information is given in the Registration
Statement, there has not been any material adverse change in the business or net
worth of the Depositor.

         (l) Any taxes, fees and other governmental charges in connection with
the execution and delivery of this Underwriting Agreement, the related Terms
Agreement or the related Agreement and the execution, delivery and sale of the
Securities have been or will be paid at or prior to the related Closing Date.

         (m) No consent, approval, authorization or order of, or registration,
filing or declaration with, any court or governmental agency or body is
required, or will be required, in connection with (i) the execution and delivery
by the Depositor of any Agreement (as applicable), Terms Agreement or this
Underwriting Agreement or the performance by the Depositor of any Agreement (as
applicable), Terms Agreement or this Underwriting Agreement or (ii) the offer,
sale or delivery of the Securities of any Series, except such as shall have been
obtained or made, as the case may be, or will be obtained or made, as the case
may be, prior to the applicable Closing Date, or will not materially adversely
affect the ability of the Depositor to perform its obligations under any
Agreement (as applicable), Terms Agreement or this Underwriting Agreement.

         (n) The Depositor possesses, and will possess, all material licenses,
certificates, authorities or permits issued by the appropriate state, federal or
foreign regulatory agencies or bodies necessary to conduct the business now
conducted by it and as described in the Prospectus and Prospectus Supplement,
except to the extent that the failure to have such licenses, certificates,
authorities or permits does not have a material adverse effect on the Securities
of any Series or the financial condition of the Depositor, and the Depositor has
not received, nor will have received as of each Closing Date, any notice of
proceedings relating to the revocation or modification of any such license,
certificate, authority or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would materially and
adversely affect the conduct of its business, operations or financial condition.

         (o) On the related Closing Date, (i) the Depositor will have good and
marketable title to the related Mortgage Loans being transferred by it to the
Trust pursuant to the applicable Agreement, free and clear of any Lien, except
to the extent permitted in the applicable Agreement, (ii) the Depositor will not
have assigned to any person any of its right, title or interest in such Mortgage
Loans or in the applicable Agreement, and (iii) the Depositor will have the
power and authority to sell such Mortgage Loans to the Trust, and upon execution
and delivery of the applicable Agreement by the Trustee and Servicer (as
applicable), the Trust will have good and marketable title thereto, in each case
free of Liens other than any Lien created by an Underwriter.
         (p) The properties and businesses of the Depositor conform, and will
conform, in all material respects, to the descriptions thereof contained in the
Prospectus and the Prospectus Supplements.

         (q) The Depositor is not, as of the commencement of the offering, an
Ineligible Issuer, as such term is defined in Rule 405 of the 1933 Act
Regulations.

         (r) Neither the Issuer nor the Trust Funds are or, as a result of the
offer and sale of the Securities as contemplated in this Agreement will become,
an "investment company" or "controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

         (s) The Company acknowledges and agrees that the relationship between
itself and the Underwriter is an arms-length commercial relationship that
creates no fiduciary duty on the part of the Underwriter, and each party
expressly disclaims any fiduciary relationship.

         Section 3. PURCHASE, SALE AND DELIVERY OF SECURITIES. (a) On the basis
of the representations, warranties and agreements contained in this Underwriting
Agreement and in the Terms Agreement for a particular offering of Securities,
but subject to the terms and conditions set forth in this Underwriting Agreement
and subject to the execution of such Terms Agreement, the Depositor agrees to
sell to each Underwriter, severally and not jointly, and each Underwriter,
severally and not jointly, agrees to purchase from the Depositor, the respective
original principal amounts of the related Securities set forth in the related
Terms Agreement opposite the name of such Underwriter, plus any additional
original principal amount of Securities which such Underwriter may be obligated
to purchase pursuant to Section 12 hereof, at the purchase price therefor set
forth in such Terms Agreement.

         The parties hereto agree that settlement for all securities sold
pursuant to this Underwriting Agreement shall take place on the terms set forth
herein and not as set forth in Rule 15c6-1(a) under the Exchange Act.

         (b) Against payment of the purchase price specified in the applicable
Terms Agreement in same day funds drawn to the order of the Depositor (or paid
by such other manner as may be agreed upon by the Depositor and the
Representative), the Depositor will deliver the related Securities of a Series
to the Underwriters at the address set forth in the related Terms Agreement, at
such time as shall be specified in such Terms Agreement, or at such other place
and time as the Representative and the Depositor shall agree upon, each such
time being herein referred to as a "CLOSING DATE." The Securities of each Series
will initially be in definitive, fully registered form or will be maintained
through the facilities of The Depository Trust Depositor, as indicated in the
applicable Prospectus Supplement.

         (c) With respect to the purchase of Securities of a Series by the
Underwriters, the Depositor hereby agrees to pay each Underwriter the
compensation, if any, specified in the related Terms Agreement.

         Section 4.         PUBLIC OFFERING OF SECURITIES.

         (a) It is understood by the parties hereto that, after the Registration
Statement becomes effective, the Underwriters propose to offer the Securities
for sale to the public (which may include selected dealers), as set forth in the
Prospectus and the Underwriters agree that all such offers, solicitations and
sales by them shall be made in compliance with all applicable laws and
regulations. Prior to the date of the first contract of sale made based on the
Definitive Free Writing Prospectus, the Representative has not sold any
Securities or any security backed by the Mortgage Loans, any interest in any
Securities or any such security of any Mortgage Loan.

         (b) It is understood that the Underwriters will solicit offers to
purchase the Securities as follows:

                  (i) Prior to the time you have received the Definitive Free
Writing Prospectus you may, in compliance with the provisions of this Agreement,
solicit offers to purchase Securities; provided, that you shall not accept any
such offer to purchase a Securities or any interest in any Securities or
Mortgage Loan or otherwise enter into any Contract of Sale for any Securities,
any interest in any Securities or any Mortgage Loan prior to the investor's
receipt of the Definitive Free Writing Prospectus.

                  (ii) Any Free Writing Prospectus (other than the Definitive
Free Writing Prospectus) relating to the Securities used by any Underwriter in
compliance with the terms of this Agreement prior to the time such Underwriter
has entered into a Contract of Sale for Securities shall prominently set forth
the following statement:

                  The information in this free writing prospectus is
                  preliminary, and will be superseded by the Definitive Free
                  Writing Prospectus. This free writing prospectus is being
                  delivered to you solely to provide you with information about
                  the offering of the Securities referred to in this free
                  writing prospectus and to solicit an offer to purchase the
                   Securities, when, as and if issued. Any such offer to purchase
                  made by you will not be accepted and will not constitute a
                  contractual commitment by you to purchase any of the
                  Securities until we have accepted your offer to purchase
                  Securities. We will not accept any offer by you to purchase
                  Securities, and you will not have any contractual commitment
                  to purchase any of the Securities until after you have
                  received the Definitive Free Writing Prospectus. You may
                  withdraw your offer to purchase Securities at any time prior
                  to our acceptance of your offer.

         "Written Communication" has the same meaning as that term is defined in
Rule 405 of the 1933 Act Regulations.

                  (iii) Any Free Writing Prospectus relating to Securities and
used by any Underwriter in connection with marketing the Securities, including
the Definitive Free Writing Prospectus, shall prominently set forth the
following statement:

                  The Securities referred to in these materials are being sold
                  when, as and if issued. The Underwriters are advised that
                   Securities may not be issued that have the characteristics
                  described in these materials. Our obligation to sell such
                  Securities to the Underwriters is conditioned on the mortgage
                  loans and notes having the characteristics described in these
                  materials. If for any reason we do not deliver such
                  Securities, we will notify the Underwriters, and neither the
                  issuer nor any underwriter will have any obligation to you to
                  deliver all or any portion of the Securities which you have
                  committed to purchase, and none of the issuer nor any
                  underwriter will be liable for any costs or damages whatsoever
                   arising from or related to such non-delivery.

         (c) It is understood that you will not enter into a Contract of Sale
with any investor until the investor has received the Definitive Free Writing
Prospectus. For purposes of this Agreement, Contract of Sale has the same
meaning as in Rule 159 of the 1933 Act Regulations and all Commission guidance
relating to Rule 159, including without limitation the Commission's statement in
Securities Act Release No. 33-8501 that "a contract of sale can occur under the
federal securities laws before there is a bilateral contract under state law,
for example when a purchaser has taken all actions necessary to be bound but a
seller's obligations remain conditional under state law." The Definitive Free
Writing Prospectus shall prominently set forth the following statement:

                  This Definitive Free Writing Prospectus supersedes the
                  information in any free writing prospectus previously
                  delivered in connection with this offering, to the extent that
                  this Definitive Free Writing Prospectus is inconsistent with
                  any information in any free writing prospectus previously
                  delivered in connection with this offering.

          (d) It is understood that you may prepare and provide to prospective
investors certain Free Writing Prospectuses (as defined below), subject to the
following conditions:

                  (i) Unless preceded or accompanied by a prospectus satisfying
the requirements of Section 10(a) of the Act, the Underwriters shall not convey
or deliver any Written Communication to any person in connection with the
initial offering of the Securities, unless such Written Communication either (i)
is made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus
satisfying the requirements of Rule 430B under the Act, (iii) is the Definitive
Free Writing Prospectus, or (iv) both (1) constitutes a Free Writing Prospectus
(as defined below) used in reliance on Rule 164 and (2) includes only
information that is within the definition of ABS Informational and Computational
Materials as defined in Item 1100 of Regulation AB.

                  (ii) Each Underwriter shall comply with all applicable laws
and regulations in connection with the use of Free Writing Prospectuses,
including but not limited to Rules 164 and 433 of the 1933 Act Regulations and
all Commission guidance relating to Free Writing Prospectuses, including but not
limited to Commission Release No. 33-8591.

                  (iii) For purposes hereof, "Free Writing Prospectus" shall
have the meaning given such term in Rules 405 and 433 of the 1933 Act
Regulations. "Issuer Information" shall mean information included in a Free
Writing Prospectus that both (i) is within the types of information specified in
clauses (1) to (5) of footnote 271 of Commission Release No. 33-8591 (Securities
Offering Reform) as shown in Exhibit A hereto and (ii) has been either prepared
by, or has been reviewed and approved by, the Depositor. "Underwriter Derived
Information" shall refer to information of the type described in clause (5) of
such footnote 271 when prepared by an Underwriter.

                  (iv) All Free Writing Prospectuses provided to prospective
investors, whether or not filed with the Commission, shall bear a legend on each
page including the following statement:

                  "THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A
                  PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS
                  COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE
                  PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS
                  THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE
                   INFORMATION ABOUT THE ISSUER AND THE OFFERING. YOU MAY GET
                  THESE DOCUMENTS AT NO CHARGE BY VISITING EDGAR ON THE SEC WEB
                  SITE AT WWW.SEC.GOV [AT AMERICAN HOME.COM, OR AT UNDERWRITER'S
                  WEBSITE]. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY
                  DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU
                  THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING
                  TOLL-FREE 1-8[XX-XXX-XXXX].

          The Depositor shall have the right to require additional specific
legends or notations to appear on any Free Writing Prospectus, the right to
require changes regarding the use of terminology and the right to determine the
types of information appearing therein.

                  (v) The Underwriters shall deliver to the Depositor and its
counsel, no later than two business days prior to the proposed date of first use
thereof, (i) any Free Writing Prospectus prepared by or on behalf of the
Underwriters that contains any information that, if reviewed and approved by the
Depositor, would be Issuer Information, and (ii) any Free Writing Prospectus or
portion thereof that contains only a description of the final terms of the
Securities after such terms have been established for all classes of Securities
being publicly offered. No information in any Free Writing Prospectus shall
consist of information of a type that is not included within the definition of
ABS Informational and Computational Materials. To facilitate filing to the
extent required by Section 5(l) or 5(m), as applicable, all Underwriter Derived
Information shall be set forth in a document separate from the document
including Issuer Information. The Underwriters shall provide to the Depositor,
for filing as provided in Section 5.10, copies (in such format as required by
the Depositor) of all Free Writing Prospectuses. All Free Writing Prospectuses
described in this subsection (e) must be approved by the Depositor before the
Underwriters provide the Free Writing Prospectus to investors pursuant to the
terms of this Agreement.

                  (vi) Each Underwriter agrees that all information included in
the Free Writing Prospectuses shall be prepared, to the extent possible, based
on the information contained in the Registration Statement and anticipated to be
included in the Prospectus. None of the information in the Free Writing
Prospectuses may conflict with the information contained in the Prospectus or
the Registration Statement.

                   (vii) The Depositor shall not be obligated to file any Free
Writing Prospectuses that have been determined to contain any material error or
omission, unless the Depositor is required to file the Free Writing Prospectus
pursuant to Section 5(l) below. In the event that an Underwriter becomes aware
that, as of the date on which an investor entered into an agreement to purchase
any Securities, any Free Writing Prospectus prepared by or on behalf of the
Underwriters and delivered to such investor contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading, such Underwriter shall notify the Depositor thereof
as soon as practical but in any event within one business day after discovery.

                  (viii) If the Underwriters do not provide any Free Writing
Prospectuses to the Depositor pursuant to subsection (e) above, the Underwriters
shall be deemed to have represented, as of the Closing Date, that they did not
provide any prospective investors with any information in written or electronic
form in connection with the offering of the Securities that is required to be
filed with the Commission by the Depositor as a Free Writing Prospectus (other
than the Definitive Free Writing Prospectus) in accordance with the 1933 Act
Regulations.

                  (ix) In the event of any delay in the delivery by the
Underwriters to the Depositor of any Free Writing Prospectuses required to be
delivered in accordance with subsection (e) above, or in the delivery of the
accountant's comfort letter in respect thereof pursuant to subsection (f) above,
the Depositor shall have the right to delay the release of the Prospectus to
investors or to the Underwriters, to delay the Closing Date and to take other
appropriate actions in each case as necessary in order to allow the Depositor to
comply with its agreement set forth in Section 5.10 to file the Free Writing
Prospectuses by the time specified therein.

                  (x) Each Underwriter represents that it has in place, and
covenants that it shall maintain internal controls and procedures which it
reasonably believes to be sufficient to ensure full compliance with all
applicable legal requirements of the 1933 Act Regulations with respect to the
generation and use of Free Writing Prospectuses in connection with the offering
of the Securities. In addition, each Underwriter shall, for a period of at least
three years after the date hereof, maintain written and/or electronic records of
the following:

         (A) Any written communications in respect of the Securities not deemed
a Prospectus or a Free Writing Prospectus because its content is limited to the
statements permitted by Rule 134 of the Securities Act;

         (B) any Free Writing Prospectus used to solicit offers to purchase
Securities;

         (C) regarding each Free Writing Prospectus delivered to a prospective
investor, the date of such delivery and identity of such prospective investor;

         (D) regarding each offer to purchase Securities received by such
Underwriter, the identity of the offeror, the date the offer was made and the
proposed terms and allocation of the Securities offered to be purchased; and

         (E) regarding each Contract of Sale entered into by such Underwriter,
the date, identity of the investor and the terms of such Contract of Sale,
including the amount and price of Securities subject to such Contract of Sale.

                   (xi) Each Underwriter covenants with the Depositor that after
the final Prospectus is available such Underwriter shall not distribute any
written information concerning the Securities to a prospective investor unless
such information is preceded or accompanied by the final Prospectus.

                  (xii) Each Underwriter agrees to provide written notice to the
Depositor of the date it first enters into any Contract of Sale for a
Securities.

         (e) Each Underwriter further agrees that (i) it will include in every
confirmation sent out the notice required by Rule 173 informing the investor
that the sale was made pursuant to the Registration Statement and that the
investor may request a copy of the Prospectus from such Underwriter; (ii) if a
paper copy of the Prospectus is requested by a person who receives a
confirmation, such Underwriter shall deliver a paper copy of such Prospectus;
(iii) if an electronic copy of the Prospectus is delivered by an Underwriter for
any purpose, such copy shall be the same electronic file containing the
Prospectus in the identical form transmitted electronically to such Underwriter
by or on behalf of the Depositor specifically for use by such Underwriter
pursuant to this Section 4.6; for example, if the Prospectus is delivered to an
Underwriter by or on behalf of the Depositor in a single electronic file in .pdf
format, then such Underwriter will deliver the electronic copy of the Prospectus
in the same single electronic file in .pdf format; and (iv) it has not used, and
during the period for which it has an obligation to deliver a "prospectus" (as
defined in Section 2(a)(10) of the Act) relating to the Securities (including
any period during which the Underwriters have such delivery obligation in its
capacity as a "dealer" (as defined in Section 2(a)(12) of the Act)) it will not
use any internet website or electronic media containing information for
prospective investors, including any internet website or electronic media
maintained by third parties, in connection with the offering of the Securities,
except in compliance with applicable laws and regulations. Each Underwriter
further agrees that (i) if it delivers to an investor the Prospectus in .pdf
format, upon such Underwriters' receipt of a request from the investor within
the period for which delivery of the Prospectus is required, such Underwriter
will promptly deliver or cause to be delivered to the investor, without charge,
a paper copy of the Prospectus and (ii) it will provide to the Depositor any
Free Writing Prospectuses, or portions thereof, which the Depositor is required
to file with the Commission in electronic format and will use reasonable efforts
to provide to the Depositor such Free Writing Prospectuses, or portions thereof,
in either Microsoft Word(R) or Microsoft Excel(R) format and not in a PDF,
except to the extent that the Depositor, in its sole discretion, waives such
requirements.

         (f) In the event that an Underwriter uses a road show (as defined in
Rule 433) in connection with the offering of the Securities, all information in
the road show will be provided orally only, and not as a Written Communication.
Each Underwriter agrees that any slideshow used in connection with a road show
(i) will only be provided as part of the road show and not separately, (ii) if
handed out at any meeting as a hard copy, will be retrieved prior to the end of
the meeting, and (iii) will otherwise be used only in a manner that does not
cause the slideshow to be treated as a Free Writing Prospectus.

          Section 5. COVENANTS OF THE DEPOSITOR. The Depositor covenants and
agrees with each Underwriter:

         (a) That immediately following the execution of each Terms Agreement,
the Depositor shall prepare a Prospectus Supplement setting forth the amount of
Securities covered thereby and the terms thereof not otherwise specified in the
Prospectus, the price at which such Securities are to be purchased by the
Underwriters from the Depositor, either the initial public offering price or the
method by which the price at which such Securities are to be sold will be
determined, the selling concessions and reallowances, if any, and such other
information as the Representative and the Depositor deem appropriate in
connection with the offering of such Securities; provided, however, that the
Deposi