UNDERWRITING AGREEMENT

                                                                     EXHIBIT 1.1



                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

                                    Depositor

       Commercial Mortgage Pass-Through Certificates, Series 200[__]-[___]

                             UNDERWRITING AGREEMENT

                                                                    [__________]

GREENWICH CAPITAL MARKETS, INC.
600 Steamboat Road
Greenwich, Connecticut 06830

[OTHER UNDERWRITERS]

Ladies and Gentlemen:

            1. Introductory. Greenwich Capital Commercial Funding Corp., a
Delaware corporation (the "Depositor"), proposes to form one or more real estate
mortgage investment conduits (the "Trust"), which will issue securities entitled
Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through
Certificates, Series 200[_]-[___] (the "Certificates"). Each Certificate will
evidence a fractional undivided, percentage interest or beneficial interest in
the Trust. The terms on which the Trust will issue the Certificates will be
specified in the Prospectus (as defined herein). The property of the Trust will
consist of a pool of fixed rate mortgage loans, secured by multifamily and
commercial properties (collectively, the "Mortgage Loans") that will be
purchased by the Depositor from Greenwich Capital Financial Products, Inc.,
[__________________], and [_______________] (each, a "Mortgage Loan Seller and
collectively, "the Mortgage Loan Sellers"), pursuant to separate certain
Mortgage Loan Purchase Agreements, each dated as of [_____________] (each, a
"Mortgage Loan Purchase Agreement" and collectively, the "Mortgage Loan Purchase
Agreements"), and will be serviced by [________________], as master servicer
(the "Master Servicer") and [_______________], as special servicer (the "Special
Servicer"), pursuant to that certain Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of [__________], by and among the
Depositor, the Master Servicer, the Special Servicer, and [_______________], as
trustee (the "Trustee"), and certain related property to be conveyed to the
Trust by the Depositor (the "Trust Fund"). The Mortgage Loans will be
transferred to the Trust, and the Certificates will be issued pursuant to the
Pooling and Servicing Agreement. Capitalized terms used herein but not defined
herein have the respective meanings given to them in the Pooling and Servicing
Agreement.

            At or prior to the time when sales to purchasers of the Certificates
were first made, which was approximately [_____] on [_________] (the "Time of
Sale"), the Depositor had prepared the following information (collectively, the
"Time of Sale Information"): the Depositor's Free Writing Prospectus dated
[__________] (the cover page of which is attached hereto as Annex A) to the
Depositor's Prospectus dated [__________], and the Term Sheet dated
[__________], relating to the Certificates, and each "free-writing prospectus"
(as defined


<PAGE>

pursuant to Rule 405 under the Securities Act) (a "Free Writing Prospectus") the
first page of each of which is attached as Annex B hereto. If, subsequent to the
date of this Agreement, the Depositor and the Underwriters (x) determine 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 (y)
terminate their old purchase contracts and enter into new purchase contracts
with investors in the Certificates, then "Time of Sale Information" will refer
to the information conveyed 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") and "Time of
Sale" will refer to the time and date on which such new purchase contracts were
entered into.

            The offering of the Certificates made pursuant to the Registration
Statement will be made through you as underwriters. This Underwriting Agreement
(the "Agreement") provides for the sale of such Certificates to, and the
purchase and offering thereof by, you, as underwriters (collectively, the
"Underwriters" and each, an "Underwriter"). Schedule I shall specify the
principal or notional balance of each Class of the Certificates to be issued and
any terms thereof not otherwise specified in the Pooling and Servicing
Agreement, the Classes of Certificates subject to this Agreement, the price at
which such Certificates are to be purchased by the Underwriters from the
Depositor, the aggregate amount of Certificates to be purchased by you and the
initial public offering price or the method by which the price at which such
Certificates are to be sold will be determined. The offering of the Certificates
will be governed by this Agreement.

            2. Representations and Warranties of the Depositor.

            The Depositor represents and warrants to you as of the date hereof
as follows:

            (a) a registration statement on Form S-3, including a prospectus and
such amendments thereto as may have been required to the date hereof, relating
to the Certificates and the offering thereof from time to time in accordance
with Rule 415 under the Securities Act of 1933, as amended (the "Act"), in the
form heretofore delivered to you, has been filed with the Securities and
Exchange Commission (the "Commission") and has become effective; such
registration statement, including the exhibits thereto and any information that
is contained in the Prospectus (as defined herein) and is deemed to be a part of
and included in such registration statement, as such registration statement may
have been amended or supplemented at the date of the Prospectus, is hereinafter
referred to as the "Registration Statement"; the prospectus first required to be
filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule
424(b) under the Securities Act is hereinafter referred to as the "Base
Prospectus"; the supplement to the Base Prospectus relating to the Certificates
in the form first required to be filed to satisfy the condition set forth in
Rule 172(c) and pursuant to Rule 424(b) under the Securities Act is hereinafter
referred to as the "Prospectus Supplement"; and the Base Prospectus and the
Prospectus Supplement, including the diskette delivered therewith, together, are
hereinafter referred to as the "Prospectus"); the conditions to the use of a
registration statement on Form S-3 under the Act, as set forth in the General
Instructions to Form S-3, and the conditions of Rule 415 under the Act have been
satisfied with respect to the Registration Statement; and no other


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<PAGE>

amendment to the Registration Statement will be filed which shall have been
reasonably disapproved by you promptly after reasonable notice thereof;

            (b) there is no request by the Commission for any further amendment
of the Registration Statement or the Prospectus or for any additional
information; the Commission has not issued any stop order suspending the
effectiveness of the Registration Statement and the Depositor is not aware of
any proceeding for that purpose having been instituted or threatened; and there
has been no notification with respect to the suspension of the qualification for
sale of the Certificates for sale in any jurisdiction or any proceeding for such
purpose having been instituted or threatened;

            (c) the Registration Statement on its effective date or deemed
effective date pursuant to Rule 430B under the Securities Act conformed in all
respects to the requirements of the Act and the rules and regulations of the
Commission (the "Rules and Regulations") thereunder and did not 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 not misleading;
the Prospectus, on the date of the Prospectus Supplement will conform in all
respects to the requirements of the Act and the Rules and Regulations thereunder
and will not 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; provided, however, that the foregoing does not apply to
statements in or omissions from either the Registration Statement or the
Prospectus to the extent based upon and in conformity with (A) the Underwriters'
Information (as defined in Section 7(a)), (B) the information as to which the
Mortgage Loan Sellers indemnify the Underwriters under their respective
Indemnification Agreements, each dated as of the date hereof (collectively, the
"Mortgage Loan Seller Indemnification Agreements"), by and among the Depositor,
each Mortgage Loan Seller, respectively, and each Underwriter), (C) any
information contained in or omitted from the portions of the Prospectus for
which the Master Servicer is obligated to indemnify the Underwriters pursuant to
the Indemnification Agreement, dated as of [__________] (the "Master Servicer
Indemnification Agreement"), between the Master Servicer and the Depositor (the
"Master Servicer Information"), (D) any information contained in or omitted from
the portions of the Prospectus for which the Special Servicer is obligated to
indemnify the Underwriters pursuant to the Indemnification Agreement, dated as
of [___________] (the "Special Servicer Indemnification Agreement"), between the
Special Servicer and the Depositor (the "Special Servicer Information"), or (E)
any information contained in or omitted from the portions of the Prospectus for
which the Trustee is obligated to indemnify the Underwriters pursuant to the
Indemnification Agreement, dated as of [__________] (the "Trustee
Indemnification Agreement" and collectively, the "Indemnification Agreements"),
between the Trustee and the Depositor (the "Trustee Information");

            (d) The Time of Sale Information, at the Time of Sale, did not, and
at the Specified Delivery 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 (A) any statements or omissions made in reliance upon
and in conformity with the Underwriter Information or (B) any Mortgage Loan
Seller Information contained in or omitted from such Time of Sale Information.


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<PAGE>

            (e) Other than 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 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 of the Depositor or its agents and
representatives approved by the Underwriters either in writing in advance or in
any other manner mutually agreed by the Underwriters and the Depositor (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 herein as an "Issuer Free Writing
Prospectus"). Each such Issuer Free Writing Prospectus complied or, if used
after the date hereof, will comply, in all material respects with the Securities
Act and the rules and regulations promulgated thereunder, has been filed or will
be filed in accordance with Section 8 (to the extent required thereby) and did
not at the Time of Sale, and at the Specified Delivery 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 statements or omissions made
in reliance upon and in conformity with the Underwriter Information or (ii) any
Mortgage Loan Seller Information, Master Servicer Information, Special Servicer
Information or Trustee Information contained in or omitted from any Issuer Free
Writing Prospectus.

            (f) the Depositor has been duly organized and is validly existing as
a corporation in good standing under the laws of the State of Delaware, with
full corporate power and authority to own its assets and conduct its business as
described in the Prospectus, is duly qualified as a foreign corporation in good
standing in all jurisdictions in which the ownership or lease of its property or
the conduct of its business requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
Depositor or its execution and performance of the terms of this Agreement, and
is conducting its business so as to comply in all material respects with the
applicable statutes, ordinances, rules and regulations of the jurisdictions in
which it is conducting business;

            (g) the Pooling and Servicing Agreement, the Mortgage Loan Purchase
Agreements and the Certificates conform, or will conform as of the Specified
Delivery Date (as defined herein), to the description thereof contained in the
Registration Statement and the Prospectus; and the Certificates have been duly
and validly authorized (or will have been so authorized prior to the issuance
thereof), and, when such Certificates are duly and validly executed by the
Depositor or Trustee, authenticated by the Trustee and delivered in accordance
with the Pooling and Servicing Agreement and delivered and paid for as provided
herein, will be validly issued and outstanding and entitled to the benefits
afforded by the Pooling and Servicing Agreement;

            (h) the Depositor is not in violation of its certificate of
incorporation or by-laws or in default under any agreement, indenture or
instrument the effect of which violation or default would be material and
adverse to the Depositor or which violation or default would have


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<PAGE>

a material adverse effect on the performance by the Depositor of its obligations
under this Agreement, the Pooling and Servicing Agreement, the Certificates or
the Mortgage Loan Purchase Agreements; there are no actions or proceedings
against, or investigations of, the Depositor pending, or, to the knowledge of
the Depositor, threatened, before any court, administrative agency or other
tribunal (i) asserting the invalidity of this Agreement, the Pooling and
Servicing Agreement, any Mortgage Loan Purchase Agreement or the Certificates,
(ii) seeking to prevent the issuance of the Certificates or the consummation of
any of the transactions contemplated by this Agreement, (iii) which might
materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability against the Depositor of,
this Agreement, the Pooling and Servicing Agreement, any Mortgage Loan Purchase
Agreement or the Certificates or (iv) seeking to affect adversely the federal
income tax attributes of the Certificates described in the Prospectus;

            (i) there has not been, and as of the Specified Delivery Date there
will not be, any material adverse change in the business operations, financial
condition, properties or assets of the Depositor since the date as of which
information is given in the Prospectus that would have a material adverse effect
on the ability of the Depositor to perform its obligations under this Agreement,
the Pooling and Servicing Agreement or any Mortgage Loan Purchase Agreement;

            (j) there are no contracts, indentures or other documents of a
character required by the Act or by the rules and regulations thereunder to be
described or referred to in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement that have not been so
described or referred to therein or so filed or incorporated by reference as
exhibits thereto;

            (k) the Depositor possesses all material licenses, certificates,
authorizations or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct the business now operated by
it, and the Depositor has not received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authorization or
permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Depositor;

            (l) the issue and sale of the Certificates and the compliance by the
Depositor with all of the provisions of the Certificates, each Mortgage Loan
Purchase Agreement, this Agreement and the Pooling and Servicing Agreement, and
the execution and delivery by the Depositor of this Agreement, the Pooling and
Servicing Agreement and the Mortgage Loan Purchase Agreements are within the
corporate power of the Depositor and have been (in the case of this Agreement),
or will have been, duly authorized by all necessary corporate action on the part
of the Depositor; and neither the execution and delivery by the Depositor of
such instruments, nor the consummation by the Depositor of the transactions
herein or therein contemplated, nor the compliance by the Depositor with the
provisions hereof or thereof, will (A) conflict with or result in a breach of,
or constitute a default under, any of the provisions of the certificate of
incorporation or by-laws of the Depositor, (B) conflict with any of the
provisions of any law, governmental rule, regulation, judgment, decree or order
binding on the Depositor or its properties, (C) conflict with any of the
provisions of any indenture, mortgage, contract or other instrument to which the
Depositor is a party or by which it is bound or


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<PAGE>

(D) except as contemplated by the Pooling and Servicing Agreement, result in the
creation or imposition of any lien, charge or encumbrance upon any of its
property or assets pursuant to the terms of any such indenture, mortgage,
contract or other instrument;

            (m) this Agreement has been duly authorized, executed and delivered
by the Depositor;

            (n) on the Specified Delivery Date, the Pooling and Servicing
Agreement and the Mortgage Loan Purchase Agreements will have been duly
authorized, executed and delivered by the Depositor and will be valid and
binding agreements of the Depositor, enforceable against the Depositor in
accordance with their respective terms, except to the extent that enforcement
thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity);

            (o) all approvals, authorizations, consents, orders or other actions
of any person, corporation or other organization, or of any court, governmental
agency or body or official (except with respect to the state securities or "blue
sky" laws of various jurisdictions) required in connection with the valid and
proper authorization, issuance and sale of the Certificates pursuant to this
Agreement and the Pooling and Servicing Agreement have been or will be taken or
obtained on or prior to the Specified Delivery Date;

            (p) at the Specified Delivery Date, each of the Mortgage Loans will
meet the criteria for selection described in the Prospectus Supplement;

            (q) neither the Depositor nor the Trust Fund is, and neither the
sale of the Certificates in the manner contemplated by the Prospectus nor the
activities of the Trust Fund pursuant to the Pooling and Servicing Agreement
will cause the Depositor or the Trust Fund to be an "investment company" or
under the control of an "investment company" as such terms are defined under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
the Pooling and Servicing Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act");

            (r) at the time of the execution and delivery of the Pooling and
Servicing Agreement, the Depositor (A) except as disclosed in the Prospectus,
will convey to the Trustee, or cause to be conveyed to the Trustee, all of the
Depositor's right, title and interest in and to the Mortgage Loans 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") granted by or imposed upon the
Depositor, (B) will not have assigned to any person any of its right, title or
interest in the Mortgage Loans or in the Pooling and Servicing Agreement other
than to the Underwriters and the Initial Purchasers, the Certificates, and (C)
will have the power and authority to transfer or cause to be transferred the
Mortgage Loans to the Trustee and to sell the Certificates to the Underwriters.
Upon execution and delivery of the Pooling and Servicing Agreement by the
Trustee, the Trustee will have acquired ownership of all of the Depositor's
right, title and interest in and to the Mortgage Loans except to the extent
disclosed in the Prospectus, and upon delivery to the Underwriters of the


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<PAGE>

Certificates pursuant hereto, each Underwriter will have good title to the
Certificates purchased by such Underwriter, in each case free of Liens granted
by or imposed upon the Depositor;

            (s) under generally accepted accounting principles and for federal
income tax purposes, the Depositor will report the transfer of the Mortgage
Loans to the Trustee in exchange for the Certificates and the sale of the
Certificates to the Underwriters pursuant to this Agreement as a sale of the
interest in the Mortgage Loans evidenced by the Certificates. The consideration
received by the Depositor upon the sale of the Certificates to the Underwriters
will constitute reasonably equivalent value and fair consideration for the
Certificates. The Depositor will be solvent at all relevant times prior to, and
will not be rendered insolvent by, the sale of the Certificates to the
Underwriters. The Depositor is not selling the Mortgage Loans to the Trust or
the Certificates to the Underwriters with any intent to hinder, delay or defraud
any of the creditors of the Depositor;

            (t) any taxes, fees and other governmental charges in connection
with the execution, delivery and issuance of this Agreement, the Pooling and
Servicing Agreement, the Mortgage Loan Purchase Agreements and the Certificates
payable by the Depositor (other than income taxes) have been paid or will be
paid at or prior to the Specified Delivery Date;

            (u) the statements set forth in the Prospectus under the caption
"Description of the Offered Certificates," insofar as they purport to constitute
a summary of the terms of the Certificates and insofar as they purport to
describe the provisions of the documents referred to therein, are correct in all
material respects;

            (v) following the election of the Trustee to treat certain assets of
the Trust Fund as one or more REMICs pursuant to Section 860D of the Internal
Revenue Code of 1986 (the "Code"), such assets will qualify as one or more
REMICs and each Certificate will qualify as a regular interest in one of such
REMICs; and

            (w) The Depositor is not, and on the date on which the first bona
fide offer of the Certificates is made (within the meaning of Rule 164(h)(2)
under the Securities Act) will not be, an "ineligible issuer," as defined in
Rule 405 under the Securities Act.

            3. Purchase, Sale and Delivery of Certificates. Delivery of and
payment for the Certificates will be made at such place and at such time as
shall be specified in Schedule I or at such other time thereafter as you and the
Depositor shall agree upon, each such time being hereinafter referred to as a
"Specified Delivery Date." Delivery of such Certificates shall be made by the
Depositor causing The Depository Trust Company ("DTC") to credit the respective
accounts of the Underwriters at DTC against payment of the purchase price
specified in Schedule I in same day funds wired to such bank as may be
designated by the Depositor, or by such other manner of payment as may be agreed
upon by the Depositor and you. The Certificates to be purchased by the
Underwriters will be represented by one or more definitive global Certificates
in book-entry form, which will be deposited by or on behalf of the Depositor
with DTC or its designated custodian in such denominations as you request, and
will be made available for checking and packaging at the office of Greenwich
Capital Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830 (or at
some other location specified by the Underwriters at least 48 hours prior to
delivery), at least 24 hours prior to the Specified Delivery Date.


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<PAGE>

            4. Offering by Underwriters. (a) It is understood that the
Underwriters propose to offer the Certificates subject to this Agreement for
sale to the public as set forth in the Prospectus.

            (b) Each Underwriter represents and warrants to, and agrees with the
Depositor, that:

            (i) In relation to each Member State of the European Economic Area
      which has implemented the Prospectus Directive (each, a "Relevant Member
      State"), such Underwriter has not made and will not make an offer of
      Certificates to the public in that Relevant Member State prior to the
      publication of a prospectus in relation to the 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
      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 issuer of a prospectus pursuant to Article 3 of
            the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Certificates to
the public" in relation to any 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 Certificates to be offered so as to enable an
investor to decide to purchase or subscribe the 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 the
European Commission Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.

            (ii) Each Underwriter 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 United Kingdom Financial Services and Markets
      Act 2000 (the "FSMA")) received by it in connection with the issue or sale
      of the Certificates in circumstances in which Section 21(1) of the FSMA
      does not apply to the issuer.


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<PAGE>

            (iii) Each Underwriter has complied and will comply with all
      applicable provisions of the FSMA with respect to anything done by it in
      relation to the Certificates in, from or otherwise involving the United
      Kingdom.

            5. Covenants of the Depositor. The Depositor covenants and agrees
with you that:

            (a) the Depositor has prepared and/or shall prepare a Prospectus
Supplement setting forth the amount of Certificates covered thereby and the
terms thereof not otherwise specified in the Base Prospectus, the price at which
such Certificates are to be purchased by the Underwriters from the Depositor,
either the initial public offering price or the method by which the price at
which such Certificates are to be sold will be determined, the selling
concessions and reallowances, if any, and such other information as you and the
Depositor deem appropriate in connection with the offering of such Certificates,
but the Depositor shall not file any amendments to the Registration Statement as
in effect with respect to the Certificates, or any amendments or supplements to
the Prospectus, unless it has first delivered copies of such amendments or
supplements to you and given you a reasonable opportunity to review the same or
if you have reasonably objected thereto promptly after receipt thereof; the
Depositor shall immediately advise you or your counsel (i) when notice is
received from the Commission that any post-effective amendment to the
Registration Statement has been filed or has become or will become effective or
any supplement to the Prospectus or any amended Prospectus, in each case
relating to the Certificates specified in Schedule I has been filed and will
furnish you with copies thereof, (ii) of any request by the Commission for any
amendment of the Registration Statement or the Prospectus or for any additional
information relating to the Certificates and (iii) of any order or communication
suspending or preventing, or threatening to suspend or prevent, the offer and
sale of the Certificates or of any proceedings or examinations that may lead to
such an order or communication, whether by or of the Commission or any authority
administering any state securities or "blue sky" law, as soon as the Depositor
is advised thereof, and shall use its best efforts to prevent the issuance of
any such order or communication and to obtain as soon as possible its lifting,
if issued;

            (b) if, at any time when the Prospectus is required to be delivered
under the Act, any event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or if it
is necessary at any time to amend or supplement the Prospectus to comply with
the Act or the Rules and Regulations, the Depositor shall prepare and file with
the Commission, an amendment or supplement that will correct such statement or
omission or an amendment that will effect such compliance;

            (c) the Depositor shall make generally available to the holders of
the Certificates (the "Certificateholders"), in each case as soon as
practicable, earning statements covering (i) a period of 12 months beginning not
later than the first day of the related Trust's fiscal quarter next following
the effective date of the Registration Statement and (ii) a period of 12 months
beginning no later than the first day of the Trust's fiscal quarter next
following the date hereof which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 of the Commission with respect to the Certificates. The
Depositor shall cause the Trustee to furnish or


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<PAGE>

make available, within a reasonable time after the end of each calendar year, to
each holder of a Certificate at any time during such year, such information as
the Depositor deems necessary or desirable to assist Certificateholders in
preparing their federal income tax returns;

            (d) the Depositor shall furnish to you copies of the Registration
Statement, the Prospectus, and all amendments and supplements to such documents
relating to the Certificates, in each case as soon as available and in such
quantities as you reasonably request as long as the Depositor is required to
deliver the Prospectus under the Act in connection with the sale of the
Certificates; provided that any such documents requested by you on a date that
is more than nine (9) months after the Specified Delivery Date shall be provided
at your expense;

            (e) the Depositor shall arrange for the qualification of the
Certificates for sale and the determination of their eligibility for investment
under the laws of such jurisdictions as you designate and shall continue such
qualifications in effect so long as required for the distribution; provided,
however, that neither the Depositor nor the Trust shall be required to qualify
to do business in any jurisdiction where it is now not qualified or to take any
action which would subject it to general or unlimited service of process in any
jurisdiction in which it is now not subject to service of process;

            (f) the Depositor shall furnish to you, or cause to be furnished to
you, such information with respect to the Trust or its financial condition or
results of operations, as you may reasonably request, including but not limited
to, any reports or other communications (financial or other) furnished to
Certificateholders and any information necessary or appropriate to the
maintenance of a secondary market in the Certificates;

            (g) as between itself and the Underwriters, the Depositor will pay
all expenses incidental to the performance of its obligations under this
Agreement, including without limitation (i) expenses of preparing, printing and
reproducing the Prospectus (including any amendments thereof and supplements
thereto), the Pooling and Servicing Agreement and the Certificates, (ii) the
fees charged by [_________________] ("[_____]") and [___________________]
("[_______]", and together with [_______], the "Rating Agencies") for rating the
Certificates, (iii) the fees and expenses of the Trustee and any agent of the
Trustee and the fees and disbursements of counsel for the Trustee in connection
with the Pooling and Servicing Agreement and the Certificates, (iv) the cost of
printing or producing any "blue sky" memorandum in connection with the offer and
sale of the Certificates under state securities laws and