UNDERWRITING AGREEMENT

                                   EXHIBIT 1.1



                             Underwriting Agreement

                                  See attached


<PAGE>



                                   CD 2006-CD3
                  Commercial Mortgage Pass-Through Certificates


                             UNDERWRITING AGREEMENT

                                                                October 23, 2006


Deutsche Bank Securities Inc.
60 Wall Street
New York, New York   10005

Citigroup Global Markets Inc.
388 Greenwich Street, 19th Floor
New York, New York 10013

Capmark Securities Inc.
48 Wall Street, 17th Floor
New York, New York 10005

Barclays Capital Inc.
200 Park Avenue, 4th Floor
New York, New York 10016

Banc of America Securities LLC
214 N. Tryon Street
Charlotte, North Carolina 28255

Wachovia Capital Markets, LLC
301 South College Street, DC-8
One Wachovia Center NC0166
Charlotte, North Carolina   28288

Ladies and Gentlemen:

            Deutsche Mortgage & Asset Receiving Corporation, a Delaware
corporation (the "Company"), proposes, subject to the terms and conditions
stated herein, to sell to Deutsche Bank Securities Inc. ("DBS"), Citigroup
Global Markets Inc. ("CGM"), Capmark Securities Inc. ("CSI"), Barclays Capital
Inc. ("BCI"), Banc of America Securities LLC ("B of A") and Wachovia Capital
Markets, LLC ("Wachovia") (collectively, the "Underwriters") its CD 2006-CD3,
Commercial Mortgage Pass-Through Certificates, Class A-1, Class A-1D, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-5, Class A-1S, Class A-M, Class A-J,
Class A-1A, Class XP, Class B, Class C, Class D, Class E and Class F (the
"Offered Certificates"). The Offered Certificates, together with the Class XS,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class S, Class T, Class R and Class LR Certificates, evidence the
entire beneficial ownership interest in the assets of the Trust Fund (as defined
in the Pooling and Servicing Agreement referred to below) consisting primarily
of a pool of mortgage loans secured by first liens on commercial, multifamily
and manufactured housing properties (the "Mortgage Loans"), that will have, as
of the payment date occurring on each Mortgage Loan in October 2006 (such date,
the "Cut-off Date"), after taking into account all payments of principal due on
the Mortgage Loans on or before such date, whether or not received, an aggregate
principal balance of $3,571,360,873 subject to a variance of plus or minus 5%.
The Mortgage Loans will be acquired by the Company from German American Capital
Corporation ("GACC"), Citigroup Global Markets Realty Corp. ("CGMRC"), Capmark
Finance Inc. ("Capmark") and Barclays Capital Real Estate Inc. ("Barclays," and
together with GACC, CGMRC and Capmark, the "Loan Sellers") in exchange for
immediately available funds pursuant to four separate mortgage loan purchase
agreements, each to be dated as of October 30, 2006, between the Company and
GACC, CGMRC, Capmark and Barclays, respectively. Two separate real estate
mortgage investment conduit ("REMIC") elections will be made with respect to the
Trust Fund for federal income tax purposes. The Trust Fund is to be created and
the Offered Certificates are to be issued pursuant to a pooling and servicing
agreement (the "Pooling and Servicing Agreement") to be dated as of October 1,
2006, by and among the Company, as depositor, Capmark Finance Inc., as servicer
(the "Capmark Master Servicer") with respect to all of the Mortgage Loans other
than the mortgage loans known as the Ala Moana Portfolio and the Fair Lakes
Office Portfolio, which are being serviced by Wachovia Bank, National
Association (the "Wachovia Master Servicer" and, collectively with the Capmark
Master Servicer the "Master Servicers"), J.E. Robert Company, Inc., as special
servicer (the "Special Servicer") and LaSalle Bank National Association, as
trustee (the "Trustee" and, together with the Master Servicers and the Special
Servicer, the "Transaction Parties") and paying agent. Capitalized terms used
herein but not defined herein have the respective meanings given to them in the
Pooling and Servicing Agreement.

            1. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Underwriters that:

            (a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (No. 333-125499) on Form
S-3 for registration under the Securities Act of 1933, as amended (the "Act"),
of mortgage pass-through certificates, including the Offered Certificates, which
registration statement has become effective or has been deemed effective
pursuant to Rule 430B, and copies of which, as amended to the date hereof, have
heretofore been delivered to you. Such registration statement meets the
requirements set forth in Rule 415(a)(1) under the Act and complies in all other
material respects with such rule. The Company proposes to file with the
Commission pursuant to Rule 424 under the Act a supplement, dated October 23,
2006, to the prospectus, dated October 9, 2006, relating to the Offered
Certificates and the method of distribution thereof and has previously advised
you of all further information (financial and other) with respect to the Offered
Certificates set forth therein. Such registration statement, including the
exhibits thereto and any information incorporated therein by reference, as
amended on the date hereof is hereinafter called the "Registration Statement";
such prospectus, in the form in which it will be filed with the Commission
pursuant to Rule 424 under the Act, is hereinafter called the "Base Prospectus";
such supplement to the Base Prospectus, in the form in which it will be filed
with the Commission pursuant to Rule 424 of the Act, is hereinafter called the
"Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement
together are hereinafter called the "Prospectus". The Company shall make a good
faith and reasonable effort to file the Prospectus within the time required
under Rule 424 of the Act and, in the event that the Company fails to timely
file the Prospectus, the Company shall file the Prospectus as soon as
practicable thereafter. The Company will not, without your prior consent, file
any other amendment to the Registration Statement or make any change in the Base
Prospectus or the Prospectus Supplement until after the period during which a
prospectus is required to be delivered to purchasers of the Offered Certificates
under the Act (the "Prospectus Delivery Period"). The Company will file with the
Commission within fifteen days of the issuance of the Offered Certificates a
report on Form 8-K setting forth specific information concerning the Offered
Certificates (the "Form 8-K").

            (b) As of or prior to the time when sales to purchasers of the
Offered Certificates were first made in accordance with Rule 159 of the Act,
which was approximately 4:50pm (New York City time) on the date hereof (the
"Time of Sale"), the Company had prepared and filed with the Commission the
following information: (i) the Free Writing Prospectus (as defined below), dated
October 9, 2006, the first page of which is attached hereto as Exhibit A, (the
"Preliminary FWP") which also contains within it a copy of the Base Prospectus;
(ii) the Free Writing Prospectus, dated October 18, 2006, the first page of
which is attached hereto as Exhibit B (the "Revised FWP"); and (iii) the Free
Writing Prospectus, dated October 23, 2006, the first page of which is attached
hereto as Exhibit C (the "Second Revised FWP"). The Preliminary FWP, the Revised
FWP and any additional Disclosure Information (as defined below) delivered to
the investors prior to the Time of Sale is collectively referred to as the "Time
of Sale Information." If, subsequent to the date of this Agreement, the Company
or the Underwriters determine that, as to the investors in one or more Classes
of the Offered Certificates, such initial Time of Sale Information includes an
untrue statement of material fact or omits to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading, and the Underwriters terminate their old
purchase contracts and enter into new purchase contracts with investors in such
Classes of the Offered Certificates, then "Time of Sale Information" shall refer
to all of the information conveyed to investors at the time of entry into the
new purchase contract (each, a "Subsequent Time of Sale"), including any
information that corrects such material misstatements or omissions ("Corrective
Information"). The Preliminary FWP, the Revised FWP and the Second Revised FWP
are the only Issuer Free Writing Prospectuses (as defined below) prepared by or
on behalf of the Company as of the date hereof.

            (c) As of the date hereof, when the Registration Statement became
effective, as of the Time of Sale, when the Prospectus Supplement is first filed
pursuant to Rule 424 under the Act, at the time of any Subsequent Time of Sale,
when, prior to the Closing Date, any amendment to the Registration Statement
becomes effective, when any supplement to the Prospectus Supplement is filed
with the Commission, and on the Closing Date, (i) the Registration Statement, as
amended as of any such time, and the Prospectus, as amended or supplemented as
of any such time, complied, complies and will comply in all material respects
with the applicable requirements of the Act and the rules thereunder, (ii) the
Registration Statement, as amended as of any such time, did not, does not and
will not contain any untrue statement of a material fact and did not, does not
and will not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and the Prospectus, as
amended or supplemented as of any such time, did not, does not and will not
contain an untrue statement of a material fact and did not, does not and will
not omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading and (iii) the initial Time of Sale Information did not (when
evaluated as of the Time of Sale only), and the Time of Sale Information
existing at any Subsequent Time of Sale, if any, will not, as of such Subsequent
Time of Sale, contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as to (A) the
Underwriter Supplied Information (as defined in Section 8(b) hereof), (B) the
Loan Sellers' Information (as defined in Section 8(a) hereof) or (C) the
Transaction Party Information (as defined in Section 8(a) hereof). Any Issuer
Information (as defined below) provided by the Company to any Underwriter as of
the date hereof for inclusion in an Underwriter Free Writing Prospectus (as
defined below), did not, as of the date that such Issuer Information was so
provided, and does not, as of the date of this Agreement, contain an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that the Company shall not be in
breach of this representation if the Company provided Issuer Information to the
Underwriters, correcting such untrue statement or omission of a material fact
contained in previously delivered Issuer Information, so long as the Company
delivered the corrected information to the Underwriter at a reasonable time
prior to the date hereof.

            (d) The Company is a corporation, duly organized, validly existing,
qualified to do business and in good standing under the laws of the State of
Delaware with full power and authority (corporate and other) to own its
properties and conduct its business, as described in the Prospectus, and to
enter into and perform its obligations under this Agreement and the Pooling and
Servicing Agreement, and is conducting its business so as to comply in all
material respects with all applicable statutes, ordinances, rules and
regulations of the jurisdictions in which it is conducting business.

            (e) The Company has not received and 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 Offered Certificates for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.

            (f) On or prior to the Closing Date, the Company will have entered
into the Pooling and Servicing Agreement and the Mortgage Loan Purchase
Agreements; this Agreement has been duly authorized, executed and delivered by
the Company, and the Pooling and Servicing Agreement and the Mortgage Loan
Purchase Agreements, when delivered by the Company, will have been duly
authorized, executed and delivered by the Company, and this Agreement
constitutes, and the Pooling and Servicing Agreement and Mortgage Loan Purchase
Agreements will constitute, valid and binding agreements of the Company,
enforceable against the Company in accordance with their terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, liquidation,
moratorium, receivership, reorganization or similar laws affecting the rights of
creditors generally, (ii) general principles of equity, whether enforcement is
sought in a proceeding in equity or at law, and (iii) public policy
considerations underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of any provisions of this
Agreement that purport to provide indemnification from securities law
liabilities.

            (g) The Offered Certificates and the Pooling and Servicing
Agreement: (i) conform in all material respects to the descriptions thereof
contained in each of (A) the Prospectus, (B) the initial Time of Sale
Information and (C) any Issuer Information (as may have been revised and
corrected if such revised or corrected information was delivered a reasonable
time prior to the Time of Sale) delivered to any Underwriter for inclusion in an
Underwriter Free Writing Prospectus; and (ii) will conform in all material
respects to the descriptions thereof in the Time of Sale Information (as
constituted at any Subsequent Time of Sale). The Offered Certificates have been
duly and validly authorized by the Company, and will, when duly and validly
executed and authenticated by the Trustee and delivered to and paid for by the
Underwriters in accordance with this Agreement and the Pooling and Servicing
Agreement, be validly outstanding and entitled to the benefits of the Pooling
and Servicing Agreement.

            (h) As of the Closing Date, the representations and warranties of
the Company set forth in Section 2.03 of the Pooling and Servicing Agreement
will be true and correct.

            (i) Neither the issuance and sale of the Offered Certificates, nor
the consummation of any other of the transactions contemplated herein, nor the
fulfillment of any of the terms of the Pooling and Servicing Agreement or this
Agreement, will result in the breach of any term or provision of the certificate
of incorporation or by-laws of the Company or conflict with, result in a
material breach, violation or acceleration of or constitute a default under, the
terms of any indenture or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which it is bound, or any statute,
order or regulation applicable to the Company or any of its subsidiaries of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Company or any of its subsidiaries. Neither the Company
nor any of its subsidiaries is a party to, bound by or in breach or violation of
any indenture or other agreement or instrument, or subject to or in violation of
any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects the ability of the Company to perform its obligations under
each of this Agreement and the Pooling and Servicing Agreement.

            (j) There are no actions or proceedings against, or investigations
of, the Company pending, or, to the knowledge of the Company, threatened, before
any court, administrative agency or other tribunal (i) asserting the invalidity
of this Agreement, the Pooling and Servicing Agreement or the Offered
Certificates, (ii) seeking to prevent the issuance of the Offered Certificates
or the consummation of any of the transactions contemplated by this Agreement or
the Pooling and Servicing Agreement, (iii) which might materially and adversely
affect the performance by the Company of its obligations under, or the validity
or enforceability of, this Agreement, the Pooling and Servicing Agreement or the
Offered Certificates or (iv) seeking to affect adversely the federal income tax
attributes of the Offered Certificates described in the Prospectus.

            (k) There has not been any material adverse change in the business,
operations, financial condition, properties or assets of the Company since the
date of its latest audited financial statements which would have a material
adverse effect on the ability of the Company to perform its obligations under
this Agreement or the Pooling and Servicing Agreement.

            (l) Any taxes, fees and other governmental charges in connection
with the execution, delivery and performance of this Agreement and the Pooling
and Servicing Agreement (other than income taxes, franchise taxes and recording
and filing fees) and the execution, delivery and sale of the Offered
Certificates have been or will be paid on or prior to the Closing Date.

             (m) Immediately prior to the assignment of the Mortgage Loans to the
Trustee, the Company will have good title to, and will be the sole owner of,
each Mortgage Loan free and clear of any pledge, mortgage, lien, security
interest or other encumbrance of any other person, except for any retained
servicing.

            (n) No authorization, approval or consent of or filing or
registration with, any court or governmental authority or agency is necessary in
connection with the offering, issuance or sale of the Offered Certificates
hereunder or the execution, delivery or performance by the Company of the
Pooling and Servicing Agreement or this Agreement, except such as have been, or
as of the Closing Date will have been, obtained or completed, as applicable, or
such as may otherwise be required under applicable state securities laws in
connection with the purchase and offer and sale of the Offered Certificates by
the Underwriters and any recordation of the respective assignments of the
Mortgage Loans to the Trustee pursuant to the Pooling and Servicing Agreement
that have not yet been completed.

            (o) The Company is not, and the issuance and sale of the Offered
Certificates in the manner contemplated by the Prospectus will not cause the
Company or the Trust Fund to be, subject to registration or regulation as an
"investment company" under the Investment Company Act of 1940, as amended (the
"1940 Act"); and the Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act").

            (p) Upon delivery to the Underwriters of the Offered Certificates
pursuant to this Agreement, each Underwriter will have good title to the Offered
Certificates purchased by such Underwriter, in each case free and clear of liens
granted by or imposed upon the Company.

            (q) The consideration received by the Company upon the sale of the
Offered Certificates to the Underwriters will constitute at least reasonably
equivalent value and fair consideration for the Offered Certificates.

            (r) The Company (i) will be solvent at all relevant times prior to,
and will not be rendered insolvent by, the sale of the Offered Certificates to
the Underwriters and (ii) is not selling the Offered Certificates to the
Underwriters with any intent to hinder, delay or defraud any of the creditors of
the Company.

            (s) The transfer of the Mortgage Loans to the Trust and the sale of
the Offered Certificates to each of the Underwriters, at the Closing Date, will
be treated by the Company for financial accounting and reporting purposes as a
sale of assets and not as a pledge of assets to secure debt.

            (t) The Company possesses all material licenses, certificates,
authorizations or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct business now operated by it,
and the Company 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 Company.

            (u) The Company is not, and on the date on which the first bona fide
offer of the Certificates is made will not be, an "ineligible issuer," as
defined in Rule 405 under the Act.

            2. Purchase and Sale. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to the Underwriters, and each of the
Underwriters agrees severally, and not jointly, to purchase from the Company the
principal or notional amount of each class of Offered Certificates under its
name at the Purchase Price set forth in Schedule I hereto.

            3. Delivery and Payment. Delivery of and payment for the Offered
Certificates shall be made on the date, location and time of delivery set forth
in Schedule I hereto, or such later date as DBS and CGM shall designate, which
date and time may be postponed by agreement between the Underwriters and the
Company (such date, location and time of delivery and payment for the Offered
Certificates being herein called the "Closing Date"). Delivery of the Offered
Certificates shall be made to the Underwriters against payment by the
Underwriters of the purchase price thereof in immediately available funds.
Delivery of such Offered Certificates shall be made through the facilities of
the depository or depositories set forth on Schedule I hereto. Any Offered
Certificates not in book-entry form shall be registered in such names and in
such denominations as any Underwriter, as applicable, may request not less than
three full business days in advance of the Closing Date.

            The Company agrees to have the Offered Certificates available for
inspection, checking and packaging, as applicable, by the Underwriters in New
York, New York, not later than 1:00 p.m. on the business day prior to the
Closing Date.

            4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Certificates for sale to the public as
set forth in the Prospectus and the Underwriters agree that all such offers and
sales by them shall be made in compliance with all applicable laws and
regulations. It is further understood that the Company, in reliance upon a
no-filing letter from the Attorney General of the State of New York granted
pursuant to Policy Statement 105, has not and will not file an offering
statement pursuant to Section 352-e of the General Business Law of the State of
New York with respect to the Offered Certificates. As required by Policy
Statement 105, each Underwriter therefore covenants and agrees with the Company
that sales of the Offered Certificates made by such Underwriter, as applicable,
in and from the State of New York will be made only to institutional investors
within the meaning of Policy Statement 105.

            5. Agreements. The Company agrees with the several Underwriters
that:

            (a) The Company will promptly advise the Underwriters (i) when any
amendment to the Registration Statement shall have become effective, (ii) of any
request by the Commission for any amendment to the Registration Statement or the
Prospectus or for any additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement affecting the Offered Certificates or the institution or threatening
of any proceeding for that purpose and (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Offered
Certificates for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will not file any amendment to the
Registration Statement or supplement to the Prospectus unless the Company has
furnished to you a copy for your review prior to filing and will not file any
such proposed amendment or supplement to which you reasonably object until after
the period in which a prospectus is required to be delivered to purchasers of
the Offered Certificates under the Act. Subject to the foregoing sentence, the
Company will cause the Prospectus Supplement to be filed with the Commission in
accordance with Rule 424 of the Act. The Company will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.

            (b) If, at any time during the Prospectus Delivery Period any event
occurs as a result of which the Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in light of the circumstances
under which they were made not misleading, or if it shall be necessary to amend
or supplement the Prospectus to comply with the Act or the rules under the Act,
the Company promptly will prepare and file with the Commission, subject to
paragraph (a) of this Section 5, an amendment or supplement that will correct
such statement or omission or an amendment that will effect such compliance and,
if such amendment or supplement is required to be contained in a post-effective
amendment to the Registration Statement, will use its best efforts to cause such
amendment of the Registration Statement to be made effective as soon as
possible.

            (c) The Company will furnish to the Underwriters and counsel for the
Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and, during the Prospectus Delivery Period, as many
copies of the Preliminary FWP and the Prospectus Supplement and any amendments
and supplements thereto as the Underwriters may reasonably request.

            (d) The Company will furnish such information, execute such
instruments and take such action, if any, as may be required to qualify the
Offered Certificates for sale under the laws of such jurisdictions as the
Underwriters may designate and will maintain such qualification in effect so
long as required for the distribution of the Offered Certificates; provided,
however, that the Company shall not be required to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action that would
subject it to general or unlimited service of process in any jurisdiction where
it is not now so subject.

            (e) Whether or not the transactions contemplated by this Agreement
are consummated, the Company shall pay all costs and expenses in connection with
the transactions herein contemplated, including, but not limited to, the fees
and disbursements of its counsel and of counsel to the Underwriters, the fees
and disbursements of accountants for the Company, the costs and expenses in
connection with the qualification, or exemption from qualification, of the
Offered Certificates under state securities or "blue sky" laws (including filing
fees and reasonable fees and disbursements of counsel in connection therewith),
the preparation of any blue sky survey, any determination of the eligibility of
the Offered Certificates for investment by institutional investors and the
preparation of any legal investment survey, all fees and expenses incurred in
connection with the registration and delivery of the Offered Certificates under
the Act, and all other fees or expenses in connection with the preparation and
filing of the Registration Statement, any Free Writing Prospectus, the
Prospectus and amendments and supplements to any of the foregoing, including all
printing costs associated therewith, and the mailing and delivery of copies
thereof to the Underwriters and dealers, in the quantities specified above, all
costs and expenses related to the transfer and delivery of the Offered
Certificates to the Underwriters, including any transfer or other taxes payable
thereon, the cost of printing the Offered Certificates, the upfront costs and
charges of any transfer agent, registrar or depository, the fees and expenses of
the rating agencies incurred in connection with the issuance and sale of the
Offered Certificates, the out-of-pocket expenses of each Underwriter incurred in
connection with the actual or proposed purchase and sale of the Offered
Certificates and all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not otherwise made
in this Section 5(e).

            (f) The Company acknowledges and agrees that each Underwriter in
providing investment banking services to the Company in connection with the
offering, including in acting pursuant to the terms of this Agreement, has acted
and is acting as an independent contractor and not as a fiduciary and the
Company does not intend such Underwriter to act in any capacity other than
independent contractor, including as a fiduciary or in any other position of
higher trust.

            6. Conditions to the Obligations of the Underwriters. The respective
rights and obligations of the Underwriters hereunder shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the date hereof and the Closing Date, to the accuracy of
the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions with respect to the Offered
Certificates:

            (a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted or threatened; and the Prospectus Supplement shall have been
filed with the Commission within the time period prescribed by the Commission.

            (b) The Company shall have delivered to you a certificate, dated the
Closing Date, of any president or vice president of the Company to the effect
that the signatory of such certificate has carefully examined this Agreement,
the Free Writing Prospectus and the Prospectus and that: (i) the representations
and warranties of the Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with the same effect as if made
on the Closing Date, (ii) the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied on or
prior to the Closing Date, (iii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been instituted or, to the Company's knowledge, threatened, and (iv)
nothing has come to his/her attention that would lead him/her to believe that
the Free Writing Prospectus or Prospectus contains any untrue statement of a
material fact or omits to state any material fact necessary in order to make