UNDERWRITING AGREEMENT

60 Wall Street

New York, New York 10005

Greenwich Capital Markets, Inc.

600 Steamboat Road

Ladies and Gentlemen:

Popular ABS, Inc., a Delaware corporation (“ Depositor ”), a wholly owned subsidiary of Equity One, Inc., a Delaware corporation (“ Equity One ”), proposes to sell $352,146,000 aggregate principal amount of Mortgage Pass-Through Certificates, Series 2006-D, described in Schedule I hereto (the “ Offered Certificates ”) to you (the “ Underwriters ”). The Offered Certificates, together with the Class B-1, Class B-2, Class B-3, Class X and Class R Certificates, are to be issued pursuant to a Pooling and Servicing Agreement (the “ Pooling and Servicing Agreement ”) dated as of September 1, 2006, among the Depositor, Equity One, as servicer, JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “ Trustee ”), and each of the Sellers named therein, and the Depositor proposes to sell the Offered Certificates to the Underwriters. The Offered Certificates are described more fully in a registration statement which the Depositor has furnished to the Underwriters. This is to confirm the arrangements with respect to your purchase of the Offered Certificates. To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.

The Offered Certificates will evidence fractional undivided interests in the property held in trust for the holders of such Offered Certificates (the “ Trust ”). The assets of the Trust will include, among other things, a pool of fixed- and adjustable-rate mortgage loans identified as of the close of business on September 1, 2006 (the “ Loans ”) secured by first liens on one- to four-family dwellings, and such amounts as may be held by the Trustee in any accounts held by the Trustee for the Trust. The aggregate undivided interest in the Trust represented by the Offered Certificates initially will be equal to approximately $347,766,000 of principal. The “ Cut-Off Date ” for the Loans is the close of business on September 1, 2006. A form of the Pooling and Servicing Agreement has been filed as an exhibit to the Registration Statement (hereinafter defined).

Elections will be made to treat certain assets of the Trust (as defined below) (exclusive of the Net WAC Cap Account, the Final Maturity Reserve Fund, the Swap Account, the Cap Account, the Swap Agreement and the Cap Agreement, each as defined below) as one or more “real estate mortgage investment conduits” (each, a “ REMIC ”) for federal income tax purposes creating a tiered REMIC structure.   The Offered Certificates, the Class B-1, Class B-2 and Class B-3 Certificates and the Class X Certificates will represent beneficial ownership of “regular interests” in a REMIC and the Class R Certificates will represent beneficial ownership of “residual interests” in one or more REMICs.

Pursuant to the Pooling and Servicing Agreement, the Depositor will transfer to the Trust on the Closing Date all of its right, title and interest in and to the Loans as of the Cut-Off Date (including (i) all prepayments, liquidation proceeds, insurance proceeds and other unscheduled payments received on or receivable on or with respect to the Loans on the Cut-Off Date and (ii) all payments on the Loans received after the Cut-Off Date other than amounts received after the Cut-off Date in respect of principal and interest due on the Loans on or before the Cut-Off Date) and the collateral securing each such Loan.

The Trustee, on behalf of the Holders of the Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates (collectively, the “ Hedged Certificates ”), will enter into an interest rate swap agreement (the “ Swap Agreement ”) with Deutsche Bank AG dated on or about September 28, 2006. Pursuant to its terms, the Swap Agreement will make payments from time to time into a reserve account (the “ Swap Account ”) established on the Closing Date for purposes of covering shortfalls in principal and interest on the Loans and basis risk on the Hedged Certificates. The Trustee, on behalf of the Holders of the Hedged Certificates, will enter into a cap agreement (the “ Cap Agreement ”) with Deutsche Bank AG dated on or about September 28, 2006. Pursuant to its terms, the Cap Agreement will make payments from time to time into a reserve account (the “ Cap Account ”) established on the Closing Date for purposes of covering shortfalls in principal and interest on the Loans and basis risk on the Hedged Certificates.

This Underwriting Agreement and the Pooling and Servicing Agreement are referred to collectively herein as the “ Agreements ”.

1.    Representations and Warranties of the Depositor and Equity One . Each of the Depositor and Equity One represents and warrants to, and agrees with, the Underwriters as set forth below in this Section 1.

(a)    The Depositor has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement (No. 333-129704) on Form S-3 for the registration under the Securities Act of 1933, as amended (the “ Act ”), of asset backed securities (issuable in series), which registration statement, as amended to the date hereof, has become effective. As of the date hereof and as of the Closing Date, no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been initiated or, to the Depositor’s knowledge, threatened by the Commission. Such registration statement, as amended to the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Act, complies with Form S-3 and complies in all other material respects with such Rule. The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the Act a supplement dated on or about the date of such filing to the prospectus dated September 13, 2006 relating to the Offered Certificates and the method of distribution thereof and has previously advised the Underwriters of all further information (financial and other) with respect to the Offered Certificates to be set forth therein. Such registration statement, including the exhibits thereto, as amended to the date hereof, is hereinafter called the “ Registration Statement ”; such prospectus dated September 13, 2006, in the form in which it will be filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called the “ Basic Prospectus ”; such supplement dated on or about the date of such filing to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) under the Act, is hereinafter called the “ Prospectus Supplement ”; and the Basic Prospectus and the Prospectus Supplement together are hereinafter called the “ Prospectus .” Any preliminary form of the Prospectus Supplement which has been or will be filed pursuant to Rule 424 under the Act is hereinafter called a “ Preliminary Prospectus Supplement .” “ Effective Date ” shall mean the date the Registration Statement became effective. “ Execution Time ” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus Supplement, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the material and documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, such Preliminary Prospectus Supplement, the Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus Supplement, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of the Basic Prospectus, any Preliminary Prospectus Supplement, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference.

(b)    On the Effective Date, as of the date of the Prospectus and any Preliminary Prospectus Supplement, as of the date hereof and as of the Closing Date, the Registration Statement did, and when the Prospectus and any Preliminary Prospectus Supplement is first filed in accordance with Rule 424(b) under the Act and on the Closing Date (as defined in Section 3 below), the Prospectus or any Preliminary Prospectus Supplement will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder. On the Effective Date and as of the date hereof, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) under the Act and on the Closing Date the Prospectus (including any Static Pool Data referred to therein as part of the Prospectus) and any Preliminary Prospectus Supplement (including any Static Pool Data referred to therein as part of such Preliminary Prospectus Supplement) will not include any untrue statement of a material fact or 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 Depositor nor Equity One makes any representations or warranties as to the information contained in or omitted from (x) the Underwriter Information furnished to the Depositor by the Underwriters and (y) any Derived Information set forth in any Marketing Materials (as defined in Section 9 below), or in any amendment thereof or supplement thereto, incorporated by reference in the Registration Statement, the Prospectus or any Preliminary Prospectus Supplement except to the extent such Derived Information results from an error or omission in any Seller-Provided Information (as defined in Section 9 below).

(c)    RESERVED.

(d)    No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by Equity One, the Depositor or any Seller for the consummation of the transactions contemplated by this Agreement except (A) such as have been obtained or made, (B) such as may be required under the state securities laws of any jurisdiction in connection with the purchase and distribution of the Offered Certificates by the Underwriter and (C) recordations of assignments of Mortgages to the Trustee (to the extent required under the Pooling and Servicing Agreement) that have not been completed.

(e)    None of Equity One, the Depositor or any Seller is in violation of its charter or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties is bound that would have a material adverse effect on its ability to perform its obligations hereunder or the transactions contemplated herein or in the Pooling and Servicing Agreement. The execution, delivery and performance of the Agreements and the issuance and sale of the Offered Certificates and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over any of Equity One, the Depositor or any Seller or any of their properties or any agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject or the charter or by-laws of any of them, and each of them has full power and authority to authorize, issue and sell the Offered Certificates as contemplated by the Agreements.

(f)    The final computer tape of the Loans created with actual principal balances as of the close of business on August 31, 2006 (giving effect to scheduled payments of principal and interest due on September 1, 2006, whether or not those scheduled payments have been made) and made available to you by Equity One and the Depositor, was complete and accurate as of the date thereof and includes a description of the Loans that are described in the Prospectus Supplement and any Preliminary Prospectus Supplement.

(g)    Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of this Agreement and the Pooling and Servicing Agreement or the execution, delivery and sale of the Offered Certificates have been or will be paid at or prior to the Closing Date, to the extent then due and payable.

(h)    Immediately prior to the assignment of the Loans to the Trustee as contemplated by the Pooling and Servicing Agreement, the Depositor (i) will have good title to, and will be the sole owner of, each related Loan and the other property purported to be transferred by it to the Trustee pursuant to the Pooling and Servicing Agreement free and clear of any pledge, mortgage, lien, security interest or other encumbrance (collectively, “ Liens ”), (ii) will not have assigned to any person any of its right, title or interest in such Loans or property or in the Pooling and Servicing Agreement, and (iii) will have the power and authority to sell such Loans and property to the Trustee, and upon the execution and delivery of the Pooling and Servicing Agreement by the Trustee, on behalf of the Certificateholders, the Trustee will have acquired all of the Depositor’s or the Seller(s), as the case may be, right, title and interest in and to such Loans and property free and clear of any Lien.

(i)    All actions required to be taken by the Depositor and Equity One as a condition to the offer and sale of the Offered Certificates as described herein or the consummation of any of the transactions described in the Prospectus or any Preliminary Prospectus Supplement have been or, prior to the Closing Date, will be taken.

(j)    The representations and warranties of each of the Sellers, the Depositor and Equity One in (or incorporated in) the Pooling and Servicing Agreement and made in any Officers’ Certificate of the Sellers, the Depositor or Equity One delivered pursuant to the Pooling and Servicing Agreement, will be true and correct at the time made and on and as of the Closing Date as if set forth herein.

(k)    None of the Depositor or any Seller will grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Loans, except as provided in the Pooling and Servicing Agreement, and each will take all action necessary in order to maintain the security interest in the Loans granted pursuant to the Pooling and Servicing Agreement, as applicable.

(l)    There are no actions, proceedings or investigations pending, or to the best knowledge of either the Depositor or Equity One, threatened against the Sellers, the Depositor or Equity One before any court or before any governmental authority, arbitration board, administrative agency or tribunal (a) which, if adversely determined, could materially and adversely affect, either in the individual or in the aggregate, the financial position, business, operations or prospects of the Sellers, the Depositor or Equity One, (b) asserting the invalidity of the Agreements or the Offered Certificates, (c) seeking to prevent the issuance of the Offered Certificates or the consummation by the Depositor, Equity One or any Seller of any of the transactions contemplated by any of the Agreements or (d) which, if adversely determined, could reasonably be expected to materially and adversely affect the performance by the Depositor, Equity One or any Seller of its respective obligations under, or the validity or enforceability of, any of the Agreements or the Offered Certificates.

(m)    The Depositor is not an “ineligible issuer” as defined in Rule 405 of the Act.

(n)    Since the respective dates as of which information is given in the Prospectus or any Preliminary Prospectus Supplement, there has not been any material adverse change in the general affairs, management, financial condition, or results of operations of Equity One or any Seller, other than as set forth or contemplated in the Prospectus or any Preliminary Prospectus Supplement as supplemented or amended as of the Closing Date.

(o)    Each of the Depositor, Equity One and each Seller has been duly incorporated or formed, as the case may be, and is validly existing as a corporation or a limited liability company, as the case may be, in good standing under the laws of the state of its incorporation or formation, as the case may be, is duly qualified to do business and is in good standing as a foreign corporation or a limited liability company in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification and the failure to be so qualified would have a material adverse effect on its financial condition or operations, and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under the Agreements and to cause the Offered Certificates to be issued.

(p)    Neither the Depositor nor the Trust created by the Pooling and Servicing Agreement is an “investment company” within the meaning of such term under the Investment Company Act of 1940 (the “ 1940 Act ”) and the rules and regulations of the Commission thereunder.

(q)    At the Closing Date, the Offered Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus.

(r)    Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Agreements and the Offered Certificates have been paid or will be paid at or prior to the Closing Date.

(s)    Each of the Depositor, Equity One and the Sellers possesses 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 any Preliminary Prospectus Supplement, and none of the Depositor, Equity One or any Seller has received notice of any proceedings relating to the revocation or modification of any such license, certificate, authority or permit which if decided adversely to any such entity would, singly or in the aggregate, materially and adversely affect the conduct of its business, operations or financial condition.

(t)    The Underwriting Agreement has been, and when executed, the Pooling and Servicing Agreement will be, duly authorized, executed and delivered by, and constitute legal, valid and binding instruments enforceable against each of the Depositor and Equity One in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect).

Any certificate signed by an officer of the Depositor, Equity One or any Seller and delivered to the Underwriters or counsel for the Underwriters in connection with an offering of the Offered Certificates shall be deemed, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 1 are made.

2.    Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the Offered Certificates, in the principal amounts and at the purchase prices set forth in Schedule I hereto.

3.    Delivery and Payment . Delivery of and payment for the Offered Certificates shall be made at 10:00 a.m. New York time, on September 28, 2006 at the offices of Stradley, Ronon, Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia, Pennsylvania 19103, or such later time or date not later than five business days thereafter as the Underwriters shall designate (such date and time of delivery and payment for the Offered Certificates being herein called the “ Closing Date ”). Delivery of one or more global certificates evidencing the full principal amount of each of the respective classes of Offered Certificates, shall be made to the Underwriters, against payment by the Underwriters of the purchase price thereof to the Depositor by wire transfer in immediately available funds. The global certificates to be so delivered to the Underwriters shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“ DTC ”). The interest of beneficial owners of the Offered Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Offered Certificates will be available only under limited circumstances.

The Depositor agrees to have the Offered Certificates available for inspection, checking and packaging by the Underwriters in Philadelphia, Pennsylvania, not later than 1:00 PM on the business day prior to the Closing Date.

4.    Offering by Underwriters . It is understood that the Underwriters propose to offer the Offered Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus.

5.    Agreements . Each of Equity One and the Depositor agrees with the Underwriters that:

(a)    Prior to the termination of the offering of the Offered Certificates, the Depositor will not file any amendment of the Registration Statement any Prospectus or any Preliminary Prospectus Supplement unless the Depositor has furnished the Underwriters a copy for their review prior to filing and will not file any such proposed amendment to which the Underwriters reasonably object unless such filing is required by law. Subject to the foregoing sentence, the Depositor will cause the Prospectus and any Preliminary Prospectus Supplement to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Depositor will promptly advise the Underwriters (i) when the Prospectus or any Preliminary Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the Act, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement, the Prospectus or any Preliminary Prospectus Supplement or for any additional information, (iv) of 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 and (v) of the receipt by the Depositor or the Trust 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, and will use their 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 when a prospectus relating to the Offered Certificates is required to be delivered under the Act, any event occurs as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Depositor promptly will (i) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment which will correct such statement or omission or effect such compliance and (ii) supply any amended Prospectus to the Underwriters in such quantities as you may reasonably request.

(c)    The Depositor will furnish to the Underwriters and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus or any preliminary prospectus supplement by the Underwriters or a dealer may be required by the Act, as many copies of any Preliminary Prospectus Supplement and the Prospectus as the Underwriters may reasonably request. The Depositor will pay the expenses of printing or other production of all documents relating to the offering.

(d)    The Depositor will cooperate, when and if requested by the Underwriters at Depositor’s sole expense, in the qualification of the Offered Certificates for sale under the laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect so long as required for the distribution of the Offered Certificates; provided , however , that the Depositor shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

(e)    Reserved.

(f)    As soon as practicable, the Depositor will cause the Trust Fund to make generally available to the Certificateholders and to the Underwriters an earnings statement or statements of the Trust Fund which will satisfy the provisions of Section 11(a) of the Act and will satisfy the requirements of Rule 158 under the Act.

(g)    Reserved.

(h)    The Depositor and Equity One will cooperate with the Underwriters and use their best efforts to permit the Offered Certificates to be eligible for clearance and settlement through The Depository Trust Company.

(i)    For a period from the date of this Agreement until the retirement of the Offered Certificates, the Servicer will deliver to the Underwriters the monthly servicing report, the annual statements of compliance and the annual independent certified public accountants’ attestations furnished to the Trustee pursuant to the Pooling and Servicing Agreement, as soon as such statements and attestations are furnished to the Trustee.

(j)    So long as any of the Offered Certificates are outstanding, Equity One will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to holders of Offered Certificates or filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (ii) from time to time, any other information concerning Equity One or the Depositor filed with any government or regulatory authority that is otherwise publicly available, as the Underwriters may reasonably request.

(k)    To the extent, if any, that the rating provided with respect to the Offered Certificates by Moody’s or S&P (collectively, the “ Rating Agencies ”) is conditional upon the furnishing of documents or the taking of any actions by the Depositor, the Depositor shall furnish such documents and take such actions.

(l)    Until 30 days following the Closing Date, neither the Depositor nor any trust or other entity originated, directly or indirectly, by the Depositor or Equity One will, without the prior written consent of the Underwriters, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities collateralized by mortgage loans (other than the Offered Certificates).

6.    Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Offered Certificates shall be subject to the accuracy of the representations and warranties on the part of Equity One and the Depositor contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of Equity One and the Depositor made in any certificates pursuant to the provisions hereof, to the performance by each of Equity One and the Depositor of its obligations hereunder and to the following additional conditions:

(a)    The Registration Statement shall have become effective no later than the date hereof, and 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 and any Preliminary Prospectus Supplement shall have been filed pursuant to Rule 424(b) under the Act.

(b)    The Underwriters shall have received the opinion of Stradley, Ronon, Stevens & Young, LLP, counsel for Equity One and the Depositor, dated the Closing Date, to the effect that:

(i)    Each of the Depositor and Equity One is a corporation organized and validly existing under the laws of the state of its incorporation with all corporate power and authority necessary to own or hold its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Pooling and Servicing Agreement and is duly qualified to do business where its ownership or lease of property or the conduct of its business requires such qualification.

(ii)    The Pooling and Servicing Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding instrument enforceable against each of the Depositor and Equity One in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect) (such opinion may also state that the enforceability of the obligations of Equity One and the Depositor is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

(iii)    The Offered Certificates, the Class X Certificates and the Class R Certificates have been duly authorized and, when executed and authenticated in accordance with the provisions of the Pooling and Servicing Agreement and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement.

(iv)    To the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving Equity One, the Depositor, any Seller or any of their subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus and any Preliminary Prospectus Supplement, and there is no material contract or other document of a character required to be described in the Registration Statement, Prospectus or any Preliminary Prospectus Supplement, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required.

(v)    The Certificates and the Pooling and Servicing Agreement conform in all material respects to the descriptions thereof contained in the Prospectus and any Preliminary Prospectus Supplement.

(vi)    The Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Prospectus Supplement, the Prospectus Supplement and the Prospectus pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by Rule 424(b) under the Act; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Prospectus (other than (A) Computational Materials, the financial statements and other financial and statistical information contained therein, (B) the interest rate swaps or other derivatives and Underwriter Information and (C) any description therein of any third party provider of credit enhancement, each as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contain