UNDERWRITING AGREEMENT

                                                                     EXHIBIT 1.1

                                   $[________]
                                  (approximate)

                                   [________]
                                    [________]
        Classes A-1, A-2, A-2FL, A-3, A-4, A-SB, A-M, A-J, X-2, B, C & D

                             Underwriting Agreement
                             ----------------------

   [References herein to specific Classes of Certificates are included solely
            for contextual purposes and are not meant to indicate any
                   current or future certificate structure for
              any series of certificates offered by the Depositor]

                                                               [________], 20[__]

[________]
  As Representative of the
  several Underwriters listed
  in Schedule I hereto
c/o [________]
[________]
[________]

Ladies and Gentlemen:

      [________], a [________] corporation (the "Depositor"), proposes to sell
to the several Underwriters listed in Schedule I (the "Underwriters"), for whom
[________] is acting as representative (the "Representative"), $[________]
principal amount of [________], Classes A-1, A-2, A-2FL, A-3, A-4, A-SB, A-M,
A-J, X-2, B, C and D (the "Offered Certificates") as set forth in Schedule I.
The Offered Certificates, together with the [________], Classes X-1, A-1A, E, F,
G, H, J, K, L, M, N, P, and NR (the "Private Certificates") are referred to
herein as the "Certificates". The Certificates will represent beneficial
interests in a trust fund primarily consisting of a segregated pool of mortgage
loans secured by commercial, multifamily and manufactured housing community
properties, as described in the Prospectus referred to below (the "Mortgage
Loans"), and certain moneys received under each Mortgage Loan after the related
due date for such Mortgage Loan, which shall be: (i) in [______] 20[__] or, (ii)
with respect to those Mortgage Loans with their first payment date in [______]
or [______] 20[__], the later of [________], 20[__] or the origination date of
the Mortgage Loan. The Certificates will be issued pursuant to the provisions of
a pooling and servicing agreement to be dated as of [________], 20[__] (the
"Pooling and Servicing Agreement"), among the Depositor, [________], as a master
servicer (a "Master Servicer"), [________] as special servicer (the "Special
Servicer") and [________] as trustee (the "Trustee").

      The Depositor hereby confirms its agreement with the several Underwriters
concerning the purchase and sale of the Offered Certificates, as follows:

      1. Registration Statement. The Depositor has prepared and filed with the
Securities and Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Securities Act"), a
registration statement on Form S-3 (No. 333-[______]), including a prospectus,
relating to the Offered Certificates. The registration statement as amended at
the time when it became effective, or, if a post-effective amendment is filed
with respect thereto, as amended by such post-effective amendment at the time of
its effectiveness, is referred to in this Agreement as the "Registration
Statement". The Depositor also has filed with, or proposes to file with, the
Commission pursuant to Rule 424 under the Securities Act a prospectus supplement
specifically relating to the Offered Certificates (the "Prospectus Supplement").
The related prospectus covering the Offered Certificates in the form first
required to be filed to satisfy the condition set forth in Rule 172(c) under the
Securities Act is hereinafter referred to as the "Basic Prospectus", and the
Basic Prospectus as supplemented by the Prospectus Supplement in the form first
required to be filed to satisfy the condition set forth in Rule 172(c) under the
Securities Act is hereinafter referred to as the "Prospectus". Any reference in
this Agreement to the Registration Statement, any preliminary prospectus (a
"Preliminary Prospectus") used in connection with the offering of the Offered
Certificates or the Prospectus shall be deemed to refer to and include any
exhibits thereto and the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Securities Act, as of the effective date of the
Registration Statement or the date of such Preliminary Prospectus or the
Prospectus, as the case may be, and any reference to "amend," "amendment" or
"supplement" with respect to the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
documents filed as of the Closing Date (as defined below) under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Exchange Act") that are deemed to be
incorporated by reference therein.

      At or prior to the time when sales to investors of the Offered
Certificates were first made (the "Time of Sale"), the Depositor had prepared
the following information (collectively, the "Time of Sale Information"): a Free
Writing Prospectus dated [________], 20[__] (the "Preliminary Free Writing
Prospectus"), a Term Sheet dated as of [________], 20[__] (the "Term Sheet"),
and each "free-writing prospectus" (as defined pursuant to Rule 405 under the
Securities Act) (a "Free Writing Prospectus") listed on Exhibit 1 hereto. If,
subsequent to the date of this Agreement, the Depositor and the Underwriters
have determined that such information included an untrue statement of material
fact or omitted 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 and have terminated their old purchase contracts and
entered into new purchase contracts with purchasers of the Offered Certificates,
then "Time of Sale Information" will refer to the information available to
purchasers at the time of entry into the first such new purchase contract,
including any information that corrects such material misstatements or omissions
("Corrective Information").

      When used in this Agreement, "Basic Documents" shall mean (i) the Pooling
and Servicing Agreement, (ii) the Certificates, (iii) the mortgage loan purchase
agreement, dated as of [________], 20[__], between [________] ("[____]") and the
Depositor (the "[____] Mortgage Loan Purchase Agreement"), (iv) the mortgage
loan purchase agreement, dated as of [________], 20[__], between [________]
("[____]") and the Depositor (the "[____] Mortgage Loan Purchase Agreement", and
together with the [________] Mortgage Loan Purchase Agreement collectively, the
"Mortgage Loan Purchase Agreements") and (v) any other contract, agreement or
instrument which is or is to be entered into by the Depositor on the Closing
Date or otherwise in connection with any of the foregoing or this Agreement.
[____], and [____] are collectively referred to herein as the "Sellers". To the
extent not defined herein, capitalized terms used herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.

      2. Purchase of the Offered Certificates by the Underwriters.

            (a) The Depositor agrees to sell the Offered Certificates to the
several Underwriters as provided in this Agreement, and each Underwriter, on the
basis of the representations, warranties and agreements set forth herein and
subject to the conditions set forth herein, agrees, severally and not jointly,
to purchase from the Depositor, the respective principal amount of each class of
the Offered Certificates set forth opposite such Underwriter's name in Schedule
I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued
interest on the actual principal amount thereof (other than the Class A-2FL
Certificates) at the applicable Pass-Through Rate from [________], 20[__] to the
Closing Date (as defined below). The Depositor will not be obligated to deliver
any of the Offered Certificates except upon payment for all the Offered
Certificates to be purchased as provided herein.

            (b) The Depositor understands that the Underwriters intend to make a
public offering of their respective portions of the Offered Certificates as soon
after the effectiveness of this Agreement as in the judgment of the
Representative is advisable, and initially to offer the Offered Certificates on
the terms set forth in the Prospectus. The Depositor acknowledges and agrees
that the Underwriters may offer and sell the Offered Certificates to or through
any affiliate of an Underwriter and that any such affiliate may offer and sell
any Offered Certificates purchased by it to or through any Underwriter.

            (c) Payment for and delivery of the Offered Certificates will be
made at the offices of [Cadwalader, Wickersham & Taft LLP, 1 World Financial
Center, New York, New York 10281 at 10:00 A.M., New York City time, on
[________], 20[__], or at such other time on the same or such other date, not
later than the [fifth] business day thereafter, as the Representative and the
Depositor may agree upon in writing. The time and date of such payment and
delivery is referred to herein as the "Closing Date".

            (d) Payment for the Offered Certificates shall be made by wire
transfer in immediately available funds to the account(s) specified by the
Depositor to the Representative against delivery to the nominee of The
Depository Trust Company, for the account of the Underwriters, of one or more
global notes representing the Offered Certificates (collectively, the "Global
Note"), with any transfer taxes payable in connection with the sale of the
Offered Certificates duly paid by the Depositor. The Global Note will be made
available for inspection by the Representative not later than 1:00 P.M., New
York City time, on the business day prior to the Closing Date.

      3. Representations and Warranties of the Depositor. The Depositor
represents and warrants to each Underwriter that:

            (a) Registration Statement and Prospectus. The Registration
Statement has been declared effective by the Commission under the Securities
Act; no order suspending the effectiveness of the Registration Statement has
been issued by the Commission and no proceeding for that purpose has been
initiated or, to the best knowledge of the Depositor, threatened by the
Commission; and, the Registration Statement and the Prospectus and any amendment
thereto, at the time the Registration Statement became effective complied, and
as of the date of the Prospectus Supplement will comply, in all material
respects with the Securities Act, and the Registration Statement did not and
will not contain 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 not misleading; and as of the date of the Prospectus and any
amendment or supplement thereto and on the Closing Date, the Prospectus will not
contain 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 that the Depositor makes no representation and warranty
with respect to (i) any statements or omissions made in reliance upon and in
conformity with information relating to any Underwriter furnished to the
Depositor in writing by such Underwriter through the Representative (such
information, described in Section 15 hereto, referred to herein as
"Underwriters' Information") expressly for use in the Registration Statement and
the Prospectus and any amendment or supplement thereto, (iii) the Seller's
Information (as defined in Section 7(a)); the conditions to the use by the
Depositor of a registration statement on Form S-3 under the Securities Act, as
set forth in the General Instructions to Form S-3, have been satisfied with
respect to the Registration Statement and the Prospectus.

            (b) Time of Sale Information. The Time of Sale Information, at the
Time of Sale did not, and at the Closing Date will not, contain any untrue
statement of a material fact or 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; provided that the Depositor makes no
representation and warranty with respect to (i) any Underwriters' Information in
such Time of Sale Information or (ii) any Seller's Information in such Time of
Sale Information.

            (c) Issuer Free Writing Prospectus. Other than any Preliminary
Prospectus and the Prospectus, the Depositor (including its agents and
representatives other than the Underwriters in their capacity as such) has not
made, used, prepared, authorized, approved or referred to and will not make,
use, prepare, authorize, approve or refer to any "written communication" (as
defined in Rule 405 under the Securities Act) that constitutes an offer to sell
or solicitation of an offer to buy the Offered Certificates other than (i) any
document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the
Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale
Information and (iii) each other written communication approved in writing in
advance by the Representative (each such communication referred to in clause
(ii) and this clause (iii) constituting an "issuer free writing prospectus", as
defined in Rule 433(h) under the Securities Act, being referred to as an "Issuer
Free Writing Prospectus"). Each such Issuer Free Writing Prospectus complied in
all material respects with the Securities Act, has been filed in accordance with
Section 8 (to the extent required thereby) and did not at the Time of Sale, and
at the Closing Date will not, contain any untrue statements of a material fact
or (when read in conjunction with the other Time of Sale Information) 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; provided
that the Depositor makes no representation and warranty with respect to (i) any
Underwriters' Information in any Issuer Free Writing Prospectus or (ii) any
Seller's Information in any Issuer Free Writing Prospectus.

            (d) No Material Adverse Change. Other than as set forth or
contemplated in the Prospectus and the Time of Sale Information, since the date
as of which information is given in the Registration Statement, the Time of Sale
Information or the Prospectus, there has not been any material adverse change or
any development involving a prospective material adverse change, in or affecting
the business, properties, prospects, management, financial position,
stockholders' equity or results of operations of the Depositor.

             (e) Organization and Good Standing. The Depositor has been duly
organized and is a validly existing organization in good standing under the laws
of its jurisdiction of organization, is duly qualified to do business and is in
good standing as a foreign entity in each jurisdiction in which the conduct of
its business requires such qualification, and has all power and authority
necessary to enter into and perform its obligations under this Agreement, the
Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and to
own or hold its properties and to conduct the business in which it is engaged,
except where the failure to be so qualified or have such power or authority
would not, individually or in the aggregate, have a material adverse effect on
the transactions contemplated herein or in the Basic Documents (a "Material
Adverse Effect").

            (f) Due Authorization. The Depositor has full right, power and
authority to execute and deliver this Agreement, the Certificates, the Pooling
and Servicing Agreement and the Basic Documents and to perform its obligations
hereunder and thereunder; and all action (corporate or other) required to be
taken for the due and proper authorization, execution and delivery of each of
the Basic Documents and the consummation of the transactions contemplated
thereby has been duly and validly taken.

            (g) The Pooling and Servicing Agreement. The Pooling and Servicing
Agreement has been duly authorized by the Depositor and, when duly executed and
delivered in accordance with its terms by each of the parties thereto, will
constitute a valid and legally binding agreement of the Depositor enforceable
against the Depositor in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability (collectively, the "Enforceability Exceptions").

            (h) The Certificates. The Certificates have been duly authorized
and, when duly executed, authenticated, issued and delivered as provided in the
Pooling and Servicing Agreement and paid for as provided herein, will be duly
and validly issued and outstanding and will be entitled to the benefits and
security afforded by the Pooling and Servicing Agreement.

            (i) Underwriting Agreement. This Agreement has been duly authorized,
executed and delivered by the Depositor.

            (j) Basic Documents. Each of the Basic Documents to which the
Depositor is a party has been duly authorized by the Depositor and when duly
executed and delivered in accordance with its terms by each of the parties
thereto, will constitute a valid and legally binding agreement of the Depositor
enforceable against the Depositor in accordance with its terms, subject to the
Enforceability Exceptions.

            (k) Descriptions of Basic Documents. Each Basic Document conforms in
all material respects to the description thereof contained in the Registration
Statement, the Time of Sale Information and the Prospectus.

            (l) No Violation or Default. The Depositor is not (i) in violation
of its charter, by-laws or similar organizational documents; (ii) in default,
and no event has occurred that, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term,
covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Depositor is a party or
by which the Depositor is bound or to which any of the property or assets of the
Depositor is subject; or (iii) in violation of any law or statute or any
judgment, order or regulation of any court or governmental agency or body having
jurisdiction over the Depositor, or any of its properties ("Governmental
Authority"), except, in the case of clauses (ii) and (iii) above, for any such
default or violation that would not, individually or in the aggregate, have a
Material Adverse Effect.

            (m) No Conflicts with Existing Instruments. The execution, delivery
and performance by the Depositor of each of the Basic Documents, the issuance
and sale of the Certificates and compliance by the Depositor with the terms
thereof and the consummation of the transactions contemplated by the Basic
Documents will not (i) conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Depositor pursuant to, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Depositor is a
party or by which the Depositor is bound or to which any of the property or
assets of the Depositor is subject; (ii) result in any violation of the
provisions of the charter, by-laws or similar organizational documents of the
Depositor; or (iii) result in the violation of any law or statute or any
judgment, order or regulation of any Governmental Authority, except, in the case
of clauses (i) and (iii) above, for any such conflict, breach or violation that
would not, individually or in the aggregate, have a Material Adverse Effect.

            (n) No Consents Required. No consent, approval, authorization,
order, registration or qualification of or with any Governmental Authority is
required for the execution, delivery and performance by the Depositor of each of
the Basic Documents, the issuance and sale of the Certificates and compliance by
the Depositor with the terms thereof and the consummation of the transactions
contemplated by the Basic Documents, except for the registration of the
Certificates under the Securities Act and such consents, approvals,
authorizations, orders and registrations or qualifications as have already been
obtained or as of the Closing Date will have been obtained or such as may be
required under applicable state securities laws in connection with the purchase
and distribution of the Offered Certificates by the Underwriters.

            (o) Legal Proceedings. Except as described in the Prospectus and the
Time of Sale Information, there are no legal, governmental or regulatory
investigations, actions, suits or proceedings pending to which the Depositor is
or may be a party or to which any property of the Depositor is or may be the
subject that, individually or in the aggregate, if determined adversely to the
Depositor, could reasonably be expected to have a Material Adverse Effect; to
the best knowledge of the Depositor, no such investigations, actions, suits or
proceedings are threatened or contemplated by any Governmental Authority or
threatened by others; and there are no statutes, regulations or contracts or
other documents that are required under the Securities Act to be filed as
exhibits to the Registration Statement or described in the Registration
Statement or the Prospectus and that are not so filed or described.

            (p) [Reserved].

            (q) Title to Mortgage Loans. The Depositor has good and marketable
title in fee simple to the Mortgage Loans free and clear of all liens,
encumbrances, claims and defects and imperfections of title except those that
could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

            (r) Investment Company Act. The Depositor is not and, after giving
effect to the offering and sale of the Certificates and the application of the
proceeds thereof as described in the Prospectus, will not be an "investment
company" or an entity "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, and the rules and regulations
of the Commission thereunder (collectively, "Investment Company Act").

            (s) Representations in Basic Documents. The representations and
warranties of the Depositor contained in the Basic Documents are true and
correct in all material respects.

            (t) Taxes. Any taxes, fees and other governmental charges in
connection with the execution and delivery of this Agreement, the Pooling and
Servicing Agreement and the delivery and sale of the Certificates (other than
such federal, state and local taxes as may be payable on the income or gain
recognized therefrom) have been or will be paid at or prior to the Closing Date.

            (u) Business Relationship with the Underwriters. The Depositor
acknowledges and agrees that the Underwriters are acting solely in the capacity
of an arm's length contractual counterparty to the Depositor with respect to the
offering of Certificates contemplated hereby (including in connection with
determining the terms of the offering) and not as a financial advisor or a
fiduciary to, or an agent of, the Depositor or any other person. Additionally,
neither the Representative nor any other Underwriter is advising the Depositor
or any other person as to any legal, tax, investment, accounting or regulatory
matters in any jurisdiction. The Depositor shall consult with its own advisors
concerning such matters and shall be responsible for making their own
independent investigation and appraisal of the transactions contemplated hereby,
and the Underwriters shall have no responsibility or liability to the Depositor
with respect thereto. Any review by the Underwriters of the Depositor, the
transactions contemplated hereby or other matters relating to such transactions
will be performed solely for the benefit of the Underwriters and shall not be on
behalf of the Depositor.

            (v) Ineligible Issuer. The Depositor 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 Securities Act.

      4. Further Agreements of the Depositor. The Depositor covenants and agrees
with each Underwriter that:

            (a) Filing of Prospectus and Issuer Free Writing Prospectuses. The
Depositor will file the final Prospectus with the Commission within the time
periods specified by Rule 424(b) under the Securities Act and the Depositor will
furnish copies of the Prospectus and each Issuer Free Writing Prospectus to the
Underwriters in New York City prior to 10:00 A.M., New York City time, on the
business day next succeeding the date of this Agreement, or at such other time
and date as may be acceptable to the Representative, in such quantities as the
Representative may reasonably request.

            (b) Delivery of Copies. The Depositor will deliver, without charge,
(i) to the Representative, one signed copy of the Registration Statement as
originally filed and each amendment thereto, in each case including all exhibits
and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy
of the Registration Statement as originally filed and each amendment thereto, in
each case including all exhibits and consents filed therewith and (B) during the
Prospectus Delivery Period, as many copies of the Prospectus (including all
amendments and supplements thereto) and each Issuer Free Writing Prospectus as
the Representative may reasonably request. As used herein, the term "Prospectus
Delivery Period" means such period of time after the first date of the public
offering of the Offered Certificates as in the opinion of counsel for the
Underwriters a prospectus relating to the Offered Certificates is required by
law to be delivered (or required to be delivered but for Rule 172 under the
Securities Act) in connection with sales of the Offered Certificates by any
Underwriter or dealer.

            (c) Amendments or Supplements. Before preparing, using, authorizing,
approving, referring to or filing any Issuer Free Writing Prospectus, and before
filing any amendment or supplement to the Registration Statement or the
Prospectus, the Depositor will furnish to the Representative and counsel for the
Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or
supplement for review and will not prepare, use, authorize, approve, refer to or
file any such Issuer Free Writing Prospectus or file any such proposed amendment
or supplement to which the Representative reasonably objects.

            (d) Notice to the Representative. The Depositor will advise the
Representative promptly, and confirm such advice in writing, (i) when any
amendment to the Registration Statement has been filed or becomes effective;
(ii) when any supplement to the Prospectus or any amendment to the Prospectus
has been filed; (iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or the
receipt of any comments from the Commission relating to the Registration
Statement or any other request by the Commission for any additional information;
(iv) of the issuance by the Commission of any order suspending the effectiveness
of the Registration Statement or preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or the initiation or threatening of any
proceeding for that purpose; (v) of the occurrence of any event within the
Prospectus Delivery Period 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 a material fact necessary in order to make the statements therein, in the
light of the circumstances existing when the Prospectus is delivered to a
purchaser, not misleading; and (vi) of the receipt by the Depositor of any
notice with respect to any suspension of the qualification of the Offered
Certificates for offer and sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and the Depositor will use its
reasonable best efforts to prevent the issuance of any such order suspending the
effectiveness of the Registration Statement, preventing or suspending the use of
any Preliminary Prospectus or the Prospectus or suspending any such
qualification of the Offered Certificates and, if issued, will obtain as soon as
possible the withdrawal thereof.

            (e) Ongoing Compliance of the Prospectus. If, during the Prospectus
Delivery Period: (i) any event shall occur or condition shall exist as a result
of which the Prospectus as then amended or supplemented would include an 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 existing when the Prospectus is delivered to a
purchaser, not misleading; or (ii) it is necessary to amend or supplement the
Prospectus to comply with law, the Depositor will immediately notify the
Underwriters thereof and forthwith prepare and, subject to paragraph (c) above,
file with the Commission and furnish to the Underwriters and to such dealers as
the Representative may designate, such amendments or supplements to the
Prospectus as may be necessary so that the statements in the Prospectus as so
amended or supplemented will not, in light of the circumstances existing when
the Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus will comply with law.

            (f) Blue Sky Compliance. The Depositor will qualify the Offered
Certificates for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Representative shall reasonably request and will continue
such qualifications in effect so long as may be required for distribution of the
Offered Certificates; provided that the Depositor shall not be required to (i)
qualify as a foreign corporation or other entity or as a dealer in securities in
any such jurisdiction where it would not otherwise be required to so qualify;
(ii) file any general consent to service of process in such jurisdiction; or
(iii) subject itself to taxation in any such jurisdiction if it is not so
subject.

            (g) Earning Statement. The Depositor will make generally available
to its security holders and the Representative as soon as practicable an earning
statement that satisfies the provisions of Section 11(a) of the Securities Act
and Rule 158 of the Commission promulgated thereunder covering a period of at
least twelve months beginning with the first fiscal quarter of the Depositor
occurring after the "effective date" (as defined in Rule 158) of the
Registration Statement.

            (h) Copies of Reports. So long as the Offered Certificates are
outstanding, the Depositor shall furnish, or cause to be furnished, to each
Underwriter (i) copies of each certificate, the annual statements of compliance
and the annual independent certified public accountant's servicing reports
furnished to the Trustee pursuant to the Pooling and Servicing Agreement by
first class mail as soon as practicable after such statements and reports are
furnished to the Trustee; (ii) copies of each amendment to any of the Basic
Documents; and (iii) copies of all reports or other communications (financial or
other) furnished to holders of the Offered Certificates, and copies of any
reports and financial statements furnished to or filed with the Commission, any
governmental or regulatory authority or any national securities exchange.

            (i) Use of Proceeds. The Depositor will apply the net proceeds from
the sale of the Offered Certificates as described in the Registration Statement,
the Time of Sale Information and the Prospectus.

            (j) Rating Agencies. To the extent, if any, that the ratings
provided with respect to the Offered Certificates by the Rating Agencies (as
defined in Section 6(p)) are conditional upon the furnishing of documents or the
taking of any other action by the Depositor, the Depositor shall use its best
efforts to furnish such documents and take any other such action.

            (k) Exchange Act Filings. The Depositor will file or cause to be
filed all documents and certifications required to be filed by the Commission
pursuant to the Exchange Act within the time periods required by the Exchange
Act and the rules and regulations thereunder.

            (l) Record Retention. The Depositor will, pursuant to reasonable
procedures developed in good faith, retain copies of each Issuer Free Writing
Prospectus that is not filed with the Commission in accordance with Rule 433
under the Securities Act.

      5. Representations of the Several Underwriters. Each Underwriter hereby
represents and agrees, severally and not jointly, that in relation to each
Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member
State (the "Relevant Implementation Date") it has not made and will not make an
offer of the Offered Certificates to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the Offered Certificates
which has been approved by the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant Member State and notified to
the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from and including the
Relevant Implementation Date, make an offer of the Offered Certificates to the
public in that Relevant Member State at any time:

      (a) to legal entities which are authorized or regulated to operate in the
      financial markets or, if not so authorized or regulated, whose corporate
      purpose is solely to invest in securities;

      (b) to any legal entity which has two or more of (1) an average of at
      least 250 employees during the last financial year; (2) a total balance
      sheet of more than (euro)43,000,000 and (3) an annual net turnover of more
      than (euro)50,000,000, as shown in its last annual or consolidated
      accounts; or

      (c) in any other circumstances which do not require the publication by the
      Depositor of a prospectus pursuant to Article 3 of the Prospectus
      Directive.

      For the purposes of this representation, the expression an "offer of the
Certificates to the public" in relation to any Offered Certificates in any
Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Offered Certificates to
be offered so as to enable an investor to decide to purchase or subscribe the
Offered Certificates, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State, and the
expression "Prospectus Directive" means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.

      Each Underwriter, severally and not jointly, hereby further represents and
agrees, with respect to the United Kingdom, that:

      (i) it has only communicated or caused to be communicated and will only
      communicate or cause to be communicated an invitation or inducement to
      engage in investment activity (within the meaning of Section 21 of the
      Financial Services and Markets Act) received by it in connection with the
      issue or sale of the Offered Certificates in circumstances in which
      Section 21(1) of the Financial Services and Markets Act does not apply to
      the Issuer; and

      (ii) it has complied and will comply with all applicable provisions of the
      Financial Services and Markets Act with respect to anything done by it in
      relation to the Offered Certificates in, from or otherwise involving the
      United Kingdom.

      6. Conditions of Underwriters' Obligations. The obligation of each
Underwriter to purchase Offered Certificates on the Closing Date as provided
herein is subject to the performance by the Depositor of its covenants and other
obligations hereunder and to the following additional conditions:

            (a) Registration Compliance; No Stop Order. If a post-effective
amendment to the Registration Statement is required to be filed under the
Securities Act, such post-effective amendment shall have become effective, and
the Representative shall have received notice thereof, not later than 5:00 P.M.,
New York City time, on the date hereof; no order suspending the effectiveness of
the Registration Statement shall be in effect, and no proceeding for such
purpose shall be pending before or threatened by the Commission; the Prospectus
and each Issuer Free Writing Prospectus shall have been timely filed with the
Commission under the Securities Act (in the