UNDERWRITING AGREEMENT

                       NOMURA ASSET ACCEPTANCE CORPORATION

                           Mortgage Backed Securities

                             UNDERWRITING AGREEMENT


                                                          Dated   _____________


NOMURA SECURITIES INTERNATIONAL, 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"
2 World Financial Center, Building B
New York, New York 10281

Ladies and Gentlemen:

1. INTRODUCTORY.

         Nomura Asset Acceptance Corporation, 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 in 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 Nomura Securities
International, 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.

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 (as
defined herein), 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 C) 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 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) 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 thereto, 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.

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.

         (b) 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 under the Exchange Act.

         (c) 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 Company, as indicated in the
applicable Prospectus Supplement.

         (d) 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.

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 B 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 [NOMURADEALS.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 n