UNDERWRITING AGREEMENT

August 11, 2006

New York, New York 10005

Ladies and Gentlemen:

American Home Mortgage Assets LLC, a Delaware limited liability company (the “Company”), proposes to sell to you (the “Underwriter”), pursuant to this Underwriting Agreement; dated August 11, 2006 (the “Agreement”), among the Company, the Underwriter, and American Home Mortgage Corp. (“American Home” or the “Seller”), the respective amounts set forth opposite your name in Schedule I attached hereto of the American Home Mortgage Assets Trust 2006-4, Mortgage-Backed Pass-Through Certificates, Series 2006-4, Class I-A-1-1, Class I-A-1-2, Class I-A-2-1, Class I-A-2-2, Class I-A-2-3, Class II-A-1, Class II-A-2, Class II-A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates (collectively, the “Offered Certificates”) having the aggregate principal amounts and Pass-Through Rates set forth above. The Offered Certificates represent an aggregate $1,506,967,000 initial Certificate Principal Balance of the American Home Mortgage Assets Trust 2006-4, Mortgage-Backed Pass-Through Certificates, Series 2006-4.

The Class P, Class C, Class R and Class RX Certificates (collectively, the “Non-Offered Certificates” and together with the Offered Certificates, the “Certificates” and the Offered Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated August 1, 2006 (the “Pooling and Servicing Agreement”) among American Home Mortgage Assets LLC, as company (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”), and Deutsche Bank National Trust Company, as trustee (the “Trustee”). Upon issuance, the Certificates, other than the Class I-A-2-2 Certificates, will evidence undivided interests in the Trust Fund (as defined in the Pooling and Servicing Agreement) established for such series containing mortgages and in the case of the Class I-A-2-2 Certificates, a grantor trust or, in the event the Trust Fund, or a portion thereof, constitutes a real estate mortgage investment conduit (“REMIC”), the Trust Fund may contain interests issued by a trust which will contain mortgages, all as described in the Prospectus (as defined below). The mortgage loans included in the Trust Fund will be sold by American Home Mortgage Corp. to the Company pursuant to a Mortgage Loan Purchase Agreement, dated as of August 30, 2006 (the “Mortgage Loan Purchase Agreement”), between the Seller and the Company. Servicing of the Mortgage Loans included in the Trust Fund will be provided for pursuant to the Servicing Agreement, dated as of August 30, 2006 (the “Servicing Agreement”), among the Master Servicer, the Trustee, American Home and American Home Mortgage Servicing, Inc. (the “Servicer”). Terms not defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings ascribed to them in the Pooling and Servicing Agreement.

The Certificates are described more fully in the Basic Prospectus and the Prospectus Supplement (each as hereinafter defined) which the Company has furnished or will furnish to the Underwriter.

1.         Representations, Warranties and Covenants .

1.1    The Company represents and warrants to, and agrees with, the Underwriter that as of the date hereof (or as of such other date as may be specified in a particular representation and warranty):

(a)    The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (No. 333-131641) on Form S-3 for the registration under the Securities Act of 1933, as amended (the “Act”), of Mortgage Pass-Through Certificates and Mortgage-Backed Notes (issuable in series), including the Certificates, which registration statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been delivered to the Underwriter. The Company proposes to file with the Commission pursuant to Rule 424(b) under the rules and regulations of the Commission under the Act (the “1933 Act Regulations”) a prospectus supplement dated August 29, 2006 (the “Prospectus Supplement”), to the prospectus dated April 21, 2006 (the “Basic Prospectus”), relating to the Offered Certificates and the method of distribution thereof. Such registration statement (No. 333-131641) including exhibits thereto and any information incorporated therein by reference, as amended at the date hereof, is hereinafter called the “Registration Statement”; and the Basic Prospectus and the Prospectus Supplement and any information incorporated therein by reference, together with any amendment thereof or supplement thereto authorized by the Company on or prior to August 30, 2006 (the “Closing Date”) for use in connection with the offering of the Offered Certificates, are hereinafter called the “Prospectus”. The Company further proposes to prepare, after the final terms of all classes of the Offered Certificates have been established, a term sheet and term sheet supplement 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 (such term sheet and term sheet supplement, together with the Basic Prospectus, the “Definitive Free Writing Prospectus”).

(b)    The Registration Statement has become effective and no stop order suspending the effectiveness of the Registration Statement is in effect, no proceedings for such purpose are pending before or threatened by the Commission, and the Registration Statement as of the Effective Date (as defined in this paragraph) complied, and as of the time of each Contract of Sale of any Offered Certificate (the “Time of Sale”) and as of the date hereof, complied or will comply, and the Prospectus, as of the date of the Prospectus Supplement and as of each Time of Sale, complied or will comply in all material respects with the applicable requirements of the Act and the 1933 Act Regulations. The Registration Statement, as of the Effective Date and as of each Time of Sale, did not contain any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus and any static pool information excluded from the Registration Statement pursuant to Regulation AB Item 1105(d), as of the date of the Prospectus Supplement and as of each Time of Sale, did not, and as of the Closing Date will not, contain an untrue statement of a material fact and did not and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Company nor American Home makes any representations or warranties as to either (i) any information contained in or omitted from the portions of the Prospectus set forth under the caption “Method of Distribution” relating to the Offered Certificates (the “Underwriter’s Information”) or (ii) any decrement or yield tables set forth in the section titled “Yield on the Certificates” in the Prospectus Supplement (the “Decrement/Yield Tables”). 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. “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 Definitive Free Writing Prospectus 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 Company, the Seller or American Home to the Underwriter. The Company acknowledges that the Underwriter’s Information 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.

(c)    The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the requisite organizational power to own its properties and to conduct its business as presently conducted by it.

(d)    The Company 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.

(e)    This Agreement has been duly authorized, executed and delivered by the Company.

(f)    As of the Closing Date (as defined herein), the Offered Certificates will conform in all material respects to the description thereof contained in the Prospectus and the representations and warranties of the Company in the Pooling and Servicing Agreement will be true and correct in all material respects.

(g)    Since the respective dates as of which information is given in the Registration Statement and the Prospectus except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business of the Company, the Seller or American Home, taken as a whole, whether or not occurring in the ordinary course of business, and (B) there have been no transactions entered into by the Company which are material, other than those in the ordinary course of business.

(h)    The Pooling and Servicing Agreement, when executed and delivered by the Company, will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms, subject, as to the enforceability of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether enforceability of such remedies is considered in a proceeding in equity or at law).

(i)    The issuance of the Offered Certificates will have been duly authorized by the Company and, when such Offered Certificates are executed and authenticated in accordance with the Pooling and Servicing Agreement and delivered against payment pursuant to this Agreement, such Offered Certificates will be validly issued and outstanding; and the Offered Certificates will be entitled to the benefits provided by the Pooling and Servicing Agreement and are enforceable against the Company in accordance with their terms. The Offered Certificates are in all material respects in the form contemplated by the Pooling and Servicing Agreement. Immediately prior to the delivery of the Offered Certificates to the Underwriter, the Company will own the Offered Certificates, and upon such delivery the Underwriter will acquire title thereto, free and clear of any lien, pledge, encumbrance or other security interest other than one created or granted by the Underwriter.

(j)    As of the Closing Date, the Mortgage Loan Purchase Agreement (together with this Agreement and the Pooling and Servicing Agreement, the “Transaction Documents”) will have been duly authorized, executed and delivered by the Company and the Seller and will conform in all material respects to the description thereof contained in the Prospectus and will constitute a valid and binding agreement of the Company and the Seller enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally, and to general principles of equity and the discretion of the court (regardless of whether enforceability of such remedies is considered in a proceeding in equity or at law).

(k)    Neither the issuance or delivery of the Offered Certificates, nor the consummation of any other of the transactions contemplated herein or in the Transaction Documents, nor compliance with the provisions of the Transaction Documents will conflict with or result in the breach of any term or provision of the certificate of formation or LLC agreement of the Company, and the Company is not in breach or violation of or in default (nor has an event occurred which with notice or lapse of time or both would constitute a default) under the terms of (i) any indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation or instrument to which the Company is a party or by which it or its properties are bound, or (ii) any law, decree, order, rule or regulation applicable to the Company of any court or supervisory, regulatory, administrative or governmental agency, body or authority, or arbitrator having jurisdiction over the Company, or its properties, the default in or the breach or violation of which would have a material adverse effect on the Company, the trust or the Offered Certificates or on the ability of the Company to perform its obligations under the Transaction Documents; and neither the delivery of the Offered Certificates, nor the execution and delivery of the Transaction Documents or the consummation of any other of the transactions contemplated herein or in the Transaction Documents, nor the compliance with the provisions of the Transaction Documents will result in such a breach, violation or default which would have such a material adverse effect.

(l)    No filing or registration with, notice to, or consent, approval, authorization or order or other action of, any court or governmental authority or agency is required for the consummation by the Company of the transactions contemplated by the Transaction Documents (other than as required under state securities laws or Blue Sky laws, as to which no representations and warranties are made by the Company), except such as have been, or will have been prior to the Closing Date, obtained under the Act, and such recordations of the assignment of the Mortgage Loans.

(m)    There is no action, suit or proceeding before or by any court, administrative or governmental agency, or other tribunal, domestic or foreign, now pending to which the Company is a party, or, to the best of the Company’s knowledge, threatened against the Company, which could reasonably result individually or in the aggregate in any material adverse change in the condition (financial or otherwise), earnings, affairs, regulatory situation or business prospects of the Company or could reasonably interfere with or materially and adversely affect the consummation of the transactions contemplated in the Transaction Documents.

(n)    At the time of execution and delivery of the Pooling and Servicing Agreement, the Company will own the mortgage notes (the “Mortgage Notes”) being transferred to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”), except to the extent permitted in the Pooling and Servicing Agreement, and will not have assigned to any person other than the Trustee any of its right, title or interest in the Mortgage Notes. The Company will have the power and authority to transfer the Mortgage Notes to the Trustee and to transfer the Offered Certificates to the Underwriter, and, upon execution and delivery pursuant to the terms of the Pooling and Servicing Agreement, payment by the Underwriter for the Offered Certificates, and delivery to the Underwriter of the Offered Certificates, the Trustee on behalf of the Certificateholders will own the Mortgage Notes and the Underwriter will acquire title to the Offered Certificates, in each case free of Liens except to the extent permitted by the Pooling and Servicing Agreement.

(o)    Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Transaction Documents and the Offered Certificates have been or will be paid by the Company on or prior to the Closing Date, except for fees for recording assignments of Mortgage Loans to the Trustee or, if applicable, to MERS on behalf of the Trustee, pursuant to the Pooling and Servicing Agreement that have not yet been completed, which fees will be paid by the Company in accordance with the Pooling and Servicing Agreement.

(p)    Neither the Company nor the Trust Fund is an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(q)    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.

1.2    American Home represents and warrants to, and agrees with, the Underwriter that as of the Closing Date the representations and warranties of the Seller in Section 3.1(a) of the Mortgage Loan Purchase Agreement will be true and correct in all material respects.

1.3    The Underwriter represents and warrants to and agrees with the Company and American Home that:

(a)    The Underwriter hereby acknowledges that each Offered Certificate is to be maintained on the book-entry records of The Depository Trust Company (“DTC”). The Class A certificates will be issued in minimum denominations of $100,000 principal balance and integral multiples of $1 in excess thereof. The Class M certificates will be issued in minimum denominations of $250,000 principal balance and integral multiples of $1 in excess thereof.

(b)    [Reserved]

(c)    As of the date hereof and as of the Closing Date, the Underwriter has complied with all of its obligations hereunder. With respect to all Free Writing Prospectuses provided by the Underwriter to any investor, if any, such Free Writing Prospectuses are accurate in all material respects (taking into account the assumptions explicitly set forth in the Free Writing Prospectuses, except to the extent of any errors therein that are caused by errors in the Pool Information, and except for any Issuer Information therein). The Free Writing Prospectuses provided by the Underwriter to the Company pursuant to Section 4.4 constitute a complete set of all Free Writing Prospectuses furnished to any investor by the Underwriter in connection with the offering of any Offered Certificates, other than any Underwriter Derived Information.

2.        Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, the Offered Certificates indicated on Schedule I hereto which shall be transferred by the Company to the Underwriter at a price equal to 100.15% of the aggregate Certificate Principal Balance of the Offered Certificates as of the Closing Date, plus accrued interest, if applicable.

3.         Delivery and Payment. Delivery of and payment for the Offered Certificates shall be made at the office of Thacher Proffitt & Wood llp at 10:00 a.m., New York City time, on August 30, 2006 or such later date as the Underwriter shall designate, which date and time may be postponed by agreement between the Underwriter and the Company (such date 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 Underwriter through DTC (such Offered Certificates, the “DTC Registered Certificates”).

4.         Offering by Underwriter .

4.1    It is understood that the Underwriter proposes to offer and/or solicit offers for the Offered Certificates to be purchased by it for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations and sales by it 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, you have not sold any Offered Certificate or any security backed by the Mortgage Loans, any interest in any Offered Certificate or such security or any Mortgage Loan.

4.2    It is understood that the Underwriter will solicit offers to purchase the Offered Certificates as follows:

(a)    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 the Offered Certificates; provided, that you shall not accept any such offer to purchase an Offered Certificate or any interest in any Offered Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for any Offered Certificate, any interest in any Certificate or any Mortgage Loan prior to the investor’s receipt of the Definitive Free Writing Prospectus.

(b)    Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Offered Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Offered Certificates shall prominently set forth the following statement or its equivalent:

This free writing prospectus is not required to contain all information that is required to be included in the base prospectus and the prospectus supplement. The information in this free writing prospectus is preliminary and is subject to completion or change. The information in this free writing prospectus, if conveyed prior to the time of your commitment to purchase, supersedes information contained in any prior similar free writing prospectus relating to these securities. This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.

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

(c)    Any Free Writing Prospectus relating to Offered Certificates and used by the Underwriter in connection with marketing the Offered Certificates, including the Definitive Free Writing Prospectus, shall prominently set forth the following statement or its equivalent:

This free writing prospectus is not required to contain all information that is required to be included in the base prospectus and the prospectus supplement. The information in this free writing prospectus is preliminary and is subject to completion or change. The information in this free writing prospectus, if conveyed prior to the time of your commitment to purchase, supersedes information contained in any prior similar free writing prospectus relating to these securities. This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.

4.3    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 or its equivalent:

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.

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

(a)    Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Act, the Underwriter shall not convey or deliver any Written Communication to any person in connection with the initial offering of the Offered Certificates, 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. Notwithstanding the foregoing, the Company agrees that the Underwriter may disseminate information on Bloomberg to prospective investors relating solely to i) information of the type identified in Rule 134 of the Act, ii) information included in the Definitive Free Writing Prospectus iii) the status of allocations and subscriptions of the Offered Certificates, expected pricing parameters of the Offered Certificates and the yields and weighted average lives of the Offered Certificates, and iv) information constituting final terms of the Offered Certificates within the meaning of Rule 433(d)(5)(ii) under the Act.

(b)    [Reserved].

(c)    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 I hereto and (ii) has been either prepared by, or has been reviewed and approved by, the Company. “Underwriter Derived Information” shall refer to information of the type described in clause (5) of such footnote 271 when prepared by the Underwriter.

(d)    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 or its equivalent:

THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS FREE WRITING PROSPECTUS 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 FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. 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 1-800-503-4611.

The Company 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.

(e)    The Underwriter shall deliver to the Company and its counsel, no later than one business day prior to the proposed date of first use thereof, (i) any Free Writing Prospectus prepared by or on behalf of the Underwriter that contains any information that, if reviewed and approved by the Company, would be Issuer Information, and (ii) any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Offered Certificates after such terms have been established for all classes of Offered Certificates being publicly offered. To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from the document including Issuer Information. The Underwriter shall provide to the Company, for filing as provided in Section 5.10, copies (in such format as required by the Company) of all Free Writing Prospectuses required to be filed with the SEC. All Free Writing Prospectuses described in this subsection (e) must be approved by the Company before the Underwriter provides the Free Writing Prospectus to investors pursuant to the terms of this Agreement.

(f)    The 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.

(g)    The Company shall not be obligated to file any Free Writing Prospectuses that have been determined to contain any material error or omission, unless the Company is required to file the Free Writing Prospectus pursuant to Section 5.10 below. In the event that the Underwriter becomes aware that, as of the date on which an investor entered into an agreement to purchase any Offered Certificates, any Free Writing Prospectus prepared by or on behalf of the Underwriter 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, the Underwriter shall notify the Company thereof as soon as practical but in any event within one business day after discovery.

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

(i)    In the event of any delay in the delivery by the Underwriter to the Company 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 section 6.1 below, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file the Free Writing Prospectuses by the time specified therein.

(j)    The 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 Offered Certificates. In addition, the Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following:

(i)   Any Written Communications in respect of the Offered Certificates 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;

(ii)   any Free Writing Prospectus used to solicit offers to purchase the Offered Certificates but not filed with the Commission;

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

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

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

(k)    The Underwriter covenants with the Company that after the final Prospectus is available such Underwriter shall not distribute any written information concerning the Certificates to a prospective investor unless such information is preceded or accompanied by the final Prospectus.

(l)    The Underwriter agrees to provide written notice to the Company of the date it first enters into any Contract of Sale for an Offered Certificate.

4.5    The Underwriter further agrees that on or prior to the sixth day after the Closing Date, the Underwriter shall provide the Company with a certificate, substantially in the form of Exhibit G attached hereto, setting forth (i) in the case of each clas