UNDERWRITING AGREEMENT

IndyMac ABS, Inc.

IndyMac ABS, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes to cause the formation of trusts (each, a “Trust”) from time to time and to offer for sale from time to time its Asset-Backed Securities evidencing interests in pools of certain contracts and mortgage loans (the “Securities”). The Securities may be issued in various series, and within each series, in one or more classes, in one or more offerings on terms determined at the time of sale (each such series, a “Series” and each such class, a “Class”). Each Trust may issue one or more classes of Asset-Backed Notes (the “Notes”) pursuant to an Indenture to be dated as of the respective cut-off date for the related loans or contracts conveyed to such Trust as described below (each such cut-off date, a “Cut-off Date”) as may be supplemented by one or more supplements to such Indenture (such Indenture, as supplemented by such supplements (if any), the “Indenture”) between the related Trust and the indenture trustee named therein (the “Indenture Trustee”). Simultaneously with the issuance of the Notes (or in lieu of issuing Notes), the Trust may issue Asset-Backed Certificates (the “Certificates”), each representing a fractional undivided ownership interest in the related Trust, pursuant to the Trust Agreement establishing such Trust (each, a “Trust Agreement”) to be dated as of the respective Cut-off Date among the Company, the seller named therein (the “Seller”) and the owner trustee named therein (the “Owner Trustee”). Alternatively, each Trust may issue one or more Classes of Certificates, each evidencing a fractional undivided interest in the related Trust, pursuant to a Pooling and Servicing Agreement (each, a “Pooling and Servicing Agreement”) to be dated as of the respective Cut-off Date among the Company, the seller and the servicer named therein (the “Servicer”) and the trustee named therein (the “Trustee”).

The assets of each Trust (the “Trust Assets”) will consist primarily of one or more pools of fixed- or adjustable-rate single family mortgage loans (“SFMLs”), multifamily mortgage loans (“MFMLs”), closed-end or revolving home equity loans (“HELs”), home improvement installment sale contracts and installment loan agreements (“HILs”) or manufactured housing contracts (“Contracts”) as specified in the related Terms Agreement referred to below. The Trust Assets will be serviced by the Servicer pursuant to the terms of the related Pooling and Servicing Agreement or a sale and servicing agreement to be dated as of the respective Cut-off Date (each, a “Sale and Servicing Agreement”), among the Trust, the Servicer, the Company and the Indenture Trustee.

If and to the extent specified in the related Transaction Documents (as defined below), in addition to the Trust Assets conveyed to the Trust on the Closing Date (such Trust Assets so conveyed to the Trust at such time, the “Initial Trust Assets”), the Company may convey to the Trust, from time to time during the period commencing after the Closing Date and ending at the expiration of the period specified in such Transaction Documents (each such period, a “Pre-Funding Period”) (the date of any such conveyance, a “Subsequent Transfer Date”), additional Trust Assets (any such additional Trust Assets so conveyed to the Trust through the Pre-Funding Period, the “Subsequent Trust Assets”).

The Securities may have the benefit of one or more insurance policies (each, a “Policy”) issued by the securities insurer named therein (the “Securities Insurer”) pursuant to an insurance and indemnity agreement among the Company, the Seller and the Securities Insurer (each, an “Insurance Agreement”).

The Trust Agreement, the Sale and Servicing Agreement, the Indenture, the Insurance Agreement and the Pooling and Servicing Agreement are sometimes referred to herein individually as a “Transaction Document” and collectively as the “Transaction Documents.” Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the related Transaction Documents.

Underwritten offerings of Securities may be made through you or through an underwriting syndicate managed by you. The Company proposes to sell one or more Series of the Securities (or one or more Classes of each such series of Securities) to you and to each of the other several underwriters, if any, participating in an underwriting syndicate managed by you.

Whenever the Company determines to make an offering of Securities (each, an “Offering”) pursuant to this Underwriting Agreement through you, it will enter into an agreement (the “Terms Agreement”, and collectively with this Underwriting Agreement, this “Agreement”) providing for the sale of specified Classes of Offered Securities (as defined below) to, and the purchase and public offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the underwriters designated in any such Terms Agreement being referred to herein as “Underwriters,” which term shall include you and each Underwriter specified in the related Terms Agreement whether acting alone in the sale of any Offered Securities of any Series or as a member of an underwriting syndicate). Each such Offering which the Company elects to make pursuant to this Agreement shall be governed by this Agreement, and this Agreement shall inure to the benefit of and be binding upon each Underwriter with respect to such Offering. Each Terms Agreement, which shall be substantially in the form of Exhibit A hereto, shall specify, among other things, the nature of the related Trust Assets, the Classes of Securities to be purchased by the Underwriters (the “Offered Securities”), whether such Offered Securities constitute Notes or Certificates, the principal balance or balances of the Offered Securities, each subject to any stated variance, the names of the Underwriters participating in such Offering (subject to substitution as provided in Section 12 hereof) and the price or prices at which such Offered Securities are to be purchased by the Underwriters from the Company, as determined on the applicable pricing date (the “Pricing Date”). All representations and warranties provided by a party herein, in addition to any other date referenced with respect to such representation and warranty, shall relate to the Pricing Date and the date of the Prospectus Supplement

1.    Representations and Warranties . The Company represents and warrants to and agrees with the Underwriters, as of the date of the applicable Terms Agreement, that:

(a) The registration statement specified in the related Terms Agreement, on Form S-3, including a prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) for the registration under the Securities Act of 1933, as amended (the “Act”), of asset-backed securities issuable in series, which registration statement has been declared effective by the Commission. As of the Closing Date (as hereinafter defined), 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 Company’s knowledge threatened by the Commission. The prospectus in the form in which it will be used in connection with the offering of the Offered Securities of the applicable Series is proposed to be supplemented by a prospectus supplement relating to the Offered Securities of the applicable Series and, as so supplemented, to be filed with the Commission pursuant to Rule 424 under the Act. (Such registration statement is hereinafter referred to as the “Registration Statement”; such prospectus supplement, as first filed with the Commission, is hereinafter referred to as the “Prospectus Supplement”; such prospectus, in the form in which it will first be filed with the Commission in connection with the offering of the Offered Securities of the applicable Series, including documents incorporated therein as of the time of such filing is hereinafter referred to as the “Base Prospectus”; and such Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter referred to as the “Prospectus”). The Free Writing Prospectus of the Company, dated November 29, 2006, and relating to the Offered Securities, together with the Base Prospectus attached thereto is hereinafter referred to as the “Preliminary Prospectus”; provided that if no Preliminary Prospectus is proposed to be used in connection with the sale of a Series of Offered Securities, references herein to “Preliminary Prospectus” shall be disregarded when used with respect to such Series of Offered Securities. Any reference herein to the Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the 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 date on which the Registration Statement, as amended, became effective or the issue date of such Preliminary Prospectus or the date on which the Prospectus is filed pursuant to Rule 424(b) under the Act, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date on which the Registration Statement became effective or the issue date of any Preliminary Prospectus or the date on which the Prospectus is filed pursuant to Rule 424(b) under the Act.

(b) The related Registration Statement, at the time it became effective, and the Prospectus contained therein, and any amendments thereof and supplements thereto filed prior to the date of the related Terms Agreement, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; on the date of the related Terms Agreement and on the related Closing Date (as defined in Section 3 below), the related Registration Statement, the related Preliminary Prospectus and the related Prospectus, and any amendments thereof and supplements thereto, will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and, to the extent the Offered Securities of the applicable Series include Notes, the rules and regulations under the Trust Indenture Act of 1939, as amended (the “TIA”); such Registration Statement, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; such Preliminary Prospectus, as of its date and as of the date hereof, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and such Prospectus, on the date of any filing pursuant to Rule 424(b) and on the related Closing Date, will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from such Registration Statement, such Preliminary Prospectus or such Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for use in the preparation thereof.

(c)    The Offered Securities of the related Series will conform in all material respects to the descriptions thereof contained in the related Preliminary Prospectus (as amended or supplemented) and Prospectus (as amended or supplemented), and each of such Offered Securities, when validly authenticated, issued and delivered in accordance with the applicable Transaction Documents, will be duly and validly issued and outstanding and entitled to the benefits of the applicable Transaction Document. Each Offered Security of the Classes indicated to be “mortgage related securities” under the heading “Summary—Legal Investment” in the related Preliminary Prospectus and Prospectus Supplement will, when issued, be a “mortgage related security” as such term is defined in Section 3(a)(41) of the Exchange Act.

(d) This Agreement has been duly authorized, executed and delivered by the Company. As of the applicable Closing Date, each Transaction Document to which the Company is a party will have been duly authorized, executed and delivered by the Company and will conform in all material respects to the respective descriptions thereof contained in the related Prospectus and, assuming the valid execution and delivery thereof by the other parties thereto, this Agreement and each Transaction Document to which the Company is a party will constitute a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity.

(e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the related Prospectus and to enter into and perform its obligations under the Transaction Documents to which it is a party and this Agreement.

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

(g) No filing or registration with, notice to, or consent, approval, authorization or order or other action of any court or governmental authority or agency is required for the consummation by the Company of the transactions contemplated by this Agreement or the Transaction Documents to which it is a party (other than as required under “blue sky” or state securities laws, as to which no representations and warranties are made by the Company), except such as have been, or will have been prior to the applicable Closing Date, obtained under the Act, and such recordations of the assignment of the Trust Assets to the Trustee or Indenture Trustee, as applicable (to the extent such recordations are required pursuant to the Transaction Documents) that have not yet been completed.

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

(i) At the time of execution and delivery of the Transaction Documents for the related Series of Offered Securities, (1) the Company will own the Trust Assets being transferred to the Trust pursuant thereto, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”), except to the extent permitted in the applicable Transaction Documents, and will not have assigned to any person other than the Trust any of its right, title or interest, in the Trust Assets, (2) the Company will have the power and authority to transfer the Trust Assets to the Trust and to transfer the Offered Securities of the related Series to the Underwriters, and (3) upon execution and delivery of the related Transaction Documents, and delivery of the related Offered Securities to the Company, the Trust will own the Trust Assets free of Liens other than Liens permitted or created by the applicable Transaction Documents or created or granted by the Underwriters and (4) upon payment and delivery of the Offered Securities of the related Series to the Underwriters, the Underwriters will acquire ownership of such Offered Securities, free of Liens other than Liens created or granted by the Underwriters.

(j) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of this Agreement, the applicable Transaction Documents and the Offered Securities of the applicable Series have been or will be paid by the Company at or prior to the applicable Closing Date, except for fees for recording assignments of the Trust Assets to the Trustee or Indenture Trustee, as applicable, pursuant to the applicable Transaction Documents that have not yet been completed, which fees will be paid by or on behalf of the Company in accordance with the applicable Transaction Documents.

(k) The Servicer or any subservicer who will be servicing any Trust Assets pursuant to the applicable Transaction Documents is qualified to do business in all jurisdictions in which its activities as servicer or subservicer of the Trust Assets serviced by it require such qualification except where failure to be so qualified will not have a material adverse effect on such servicing activities.

(l) The Company is not doing business with Cuba.

(m) If the Offered Securities of the applicable Series include Notes, at or prior to the related Closing Date, the Trust will have entered into the related Indenture, Trust Agreement and Insurance Agreement, if any, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, such Indenture, such Trust Agreement and such Insurance Agreement (on such Closing Date) will constitute the valid and binding agreement of the Trust enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights and to general principles of equity (regardless of whether the enforceability of such Indenture, such Trust Agreement or such Insurance Agreement is considered in a proceeding in equity or at law.)

(n) Neither the Company, the Trust nor any funds or accounts established thereunder is an “investment company” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) or is under the “control” (as such term is defined in the 1940 Act) of an “investment company” that is registered or required to be registered under, or is otherwise subject to the provisions of, the 1940 Act.

(o) If the Offered Securities of the applicable Series include Notes, the Indenture has been qualified under the TIA.

(p) As of the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164 under the Act) of the Offered Securities, the Company was not, and will not be, an “ineligible issuer” as defined in Rule 405 under the Act.

2.    Purchase and Sale . Subject to the execution of the Terms Agreement for a particular Offering and subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Agreement and such Terms Agreement, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the respective original principal amounts of the related Offered Securities set forth in the related Terms Agreement opposite the name of such Underwriter, plus any additional original principal amount of Offered Securities which such Underwriter may be obligated to purchase pursuant to Section 12 hereof, at the purchase price therefor set forth in such Terms Agreement (the “Purchase Price”).

The parties hereto agree that settlement for all securities sold pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-l(a) under the Exchange Act.

3.    Delivery and Payment . Delivery of and payment for the Offered Securities of a Series shall be made at the offices of Thacher Proffitt & Wood llp, Two World Financial Center , New York, New York 10281 at 10:00 a.m. New York City time, on the Closing Date specified in the related Terms Agreement, which date and time may be postponed by agreement between the Underwriters and the Company (such date and time being herein called the “Closing Date”). Delivery of such Offered Securities shall be made to the Underwriters against payment by the Underwriters of the Purchase Price thereof to or upon the order of the Company by wire transfer in federal or other immediately available funds. Unless delivery is made through the facilities of The Depository Trust Company, the Offered Securities shall be registered in such names and in such authorized denominations as the Underwriters may request not less than two full business days in advance of the applicable Closing Date.

The Company agrees to notify the Underwriters at least two business days before the applicable Closing Date of the exact principal balance evidenced by the Offered Securities and to have such Offered Securities available for inspection, checking and packaging in New York, New York, no later than 12:00 noon on the business day prior to such Closing Date.

4.    Offering by the Underwriters . It is understood that the Underwriters propose to offer the Offered Securities of the related Series for sale to the public as set forth in the related Prospectus and that the Underwriters will not offer, sell or otherwise distribute such Offered Securities (except for the sale thereof in exempt transactions) in any state in which such Offered Securities are not exempt from registration under “blue sky” or state securities laws (except where such Offered Securities will have been qualified for offering and sale at the Representative’s direction under such “blue sky” or state securities laws).

5.    Agreements and Representations . The Company agrees with each Underwriter that:

(a) The Company will cause each of the Preliminary Prospectus and the Prospectus relating to the Offered Securities of the applicable Series to be filed in compliance with Rule 433 and Rule 424 under the Act, respectively, and, if necessary, within 4 days of the applicable Closing Date, will file a report on Form 8-K setting forth specific information concerning the Trust Assets and will promptly advise each Underwriter when such Preliminary Prospectus and such Prospectus as so supplemented have been so filed, and prior to the termination of the Offering to which such Preliminary Prospectus and Prospectus relate also will promptly advise each Underwriter (i) when any amendment to the related Registration Statement specifically relating to such Offered Securities shall have become effective or any further supplement to such Preliminary Prospectus or such Prospectus has been filed, (ii) of any request by the Commission for any amendment of such Registration Statement, Preliminary Prospectus or Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification of such Offered Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will not file any amendment of the related Registration Statement or supplement to the related Preliminary Prospectus or Prospectus (other than any amendment or supplement specifically relating to one or more Series of asset-backed securities other than the Series that includes the related Offered Securities) unless (i) the Company has given reasonable notice to the Underwriters of its intention to file any such amendment or supplement, (ii) the Company has furnished the Underwriters with a copy for their review within a reasonable time prior to filing, and (iii) the Underwriters do not reasonably object to the filing of such amendment or supplement. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.

(b) If, at any time when a prospectus relating to the Offered Securities of the applicable Series is required to be delivered under the Act, any event occurs as a result of which the related Prospectus as then amended or supplemented 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 light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the related Prospectus to comply with the Act, the TIA or the rules thereunder, the Company promptly will prepare and file with the Commission, subject to paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.

(c)    The Company will furnish to each Underwriter and counsel for the Underwriters, without charge, as many conformed copies of the related Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the related Preliminary Prospectus and the related Prospectus and any supplements thereto, as the Underwriters may reasonably request.

(d) The Company will, as between itself and the Underwriters, pay all expenses incidental to the performance of its obligations under this Agreement, including without limitation (i) expenses of preparing, printing and reproducing the related Registration Statement, the related Preliminary Prospectus, the related Prospectus, the Transaction Documents and the Offered Securities, (ii) the cost of delivering the Offered Securities of the applicable Series to the Underwriters, insured to the reasonable satisfaction of the Underwriters, (iii) the fees charged by securities rating services for rating the Offered Securities of the applicable Series, (iv) the fees and expenses of the Trustee, the Owner Trustee and/or the Indenture Trustee, as applicable, except for fees and expenses of their respective counsel which will be borne by them and (v) all other costs and expenses incidental to the performance by the Company of the Company’s obligations hereunder which are not otherwise specifically provided for in this subsection. It is understood that, except as provided in this paragraph (d) and in Section 13 hereof, each Underwriter will pay all of its own expenses, including (i) the fees of any counsel to such Underwriter, (ii) any transfer taxes on resale of any of the Offered Securities by it, (iii) any advertising expenses connected with any offers that such Underwriter may make and (iv) any expenses for the qualification of the Offered Securities of the applicable Series under “blue sky” or state securities laws, including filing fees and the fee and disbursements of counsel in connection therewith and in connection with the preparation of any Blue Sky Survey.

(e) So long as any Offered Securities of the applicable Series are outstanding, upon request of any Underwriter, the Company will, or will cause the Servicer to, furnish to such Underwriter, as soon as available, a copy of (i) the annual statement of compliance delivered by the Servicer pursuant to the applicable Transaction Document, (ii) the annual independent public accountants’ servicing report furnished pursuant to the applicable Transaction Document, (iii) each report of the Company regarding the Offered Securities of the applicable Series filed with the Commission under the Exchange Act or mailed to the holders of such Offered Securities and (iv) from time to time, such other information concerning such Offered Securities which may be furnished by the Company or the Servicer without undue expense and without violation of applicable law.

(f) The Company will furnish such information, execute such instruments and take such actions as may be reasonably requested by the Underwriters to qualify the Offered Securities of a Series for sale under the laws of such jurisdictions as the Underwriters may designate, to maintain such qualifications in effect so long as required for the distribution of such Offered Securities and to determine the legality of such Offered Securities for purchase by investors; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not qualified on the date of the related Terms Agreement or to take any action which would subject it to general or unlimited service of process or corporate or franchise taxation as a foreign corporation in any jurisdiction in which it is not, on the date of the related Terms Agreement, subject to such service of process or such taxation.

(g) The Company will file or cause to be filed with the Commission such Free Writing Prospectus that is either an Issuer Free Writing Prospectus (as defined in Section (9) hereof) or contains Issuer Information as soon as reasonably practicable after the date of this Agreement, but in any event, not later than required pursuant to Rules 426 or 433, respectively, of the Act.

(h) The Company will timely file all reports with respect to the Trust required to be filed under the Exchange Act.

(i) No fiduciary duty. Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Seller acknowledges and agrees that in connection with the offering,: (i) there exists no fiduciary, financial advisory or agency relationship among the Seller and the Underwriters; (ii) the relationship among the Seller and the Underwriters, is entirely and solely commercial, based on arms-length negotiations and the Underwriters are not acting as advisors, experts or otherwise, to the Seller. The Seller hereby waives and releases, to the fullest extent permitted by law, any claims that the Seller may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the Offering. Additionally, the Underwriters are not advising the Seller or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and the Seller shall be responsible for making its own independent investigation of such matters.

(j) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) and with respect to any Class of Offered Securities of a Series which is offered with a minimum denomination of less than $100,000, each Underwriter hereby represents and agrees that 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 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:

(i)   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;

(ii)   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 €43,000,000 and (3) an annual net revenue of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(iii)   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 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 Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

(k)   Each Underwriter hereby further represents and agrees that, with respect to the United Kingdom and with respect to any Class of Offered Securities of a Series which is offered with a minimum denomination of less than $100,000:

(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 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 Certificates in, from or otherwise involving the United Kingdom.

6.    Conditions to the Obligations of the Underwriters . The several obligations of the Underwriters to purchase the Offered Securities of any Series shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company contained in this Agreement, as of the date of the applicable Terms Agreement and the related Closing Date, to the accuracy of the statements of the Company made in any applicable officers’ certificates pursuant to the provisions hereof, to the performance by the Company of its obligations under this Agreement and the applicable Transaction Documents and to the following additional conditions applicable to the related Offering:

(a) No stop order suspending the effectiveness of the related Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened and the related Prospectus shall have been filed or mailed for filing with the Commission not later than required pursuant to the rules and regulations of the Commission.

(b) The Company shall have furnished to the Underwriters a certificate, dated the related Closing Date, of the Company, signed by an authorized officer of the Company, to the effect that the signer of such certificate has carefully examined the related Registration Statement, the related Preliminary Prospectus and Prospectus and this Agreement and that:

(i)    The representations and warranties of the Company herein are true and correct in all material respects on and as of such Closing Date with the same effect as if made on such Closing Date, and the Company has complied with all agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

(ii)    No stop order suspending the effectiveness of the related Registration Statement has been issued, and no proceedings for that purpose have been instituted and are pending or, to his knowledge, have been threatened as of such Closing Date; and

(iii)    Nothing has come to the attention of such person that would lead him to believe that the related Preliminary Prospectus and Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c)    The Seller shall have furnished to the Underwriters a certificate, dated the related Closing Date, of the Seller, signed by an authorized officer of the Seller, to the effect that (i) the signer of such certificate has carefully examined the related Prospectus and nothing has come to the attention of such person that would lead him to believe that such Prospectus contains any untrue statement of a material fact with respect to the Seller or omits to state any material fact with respect to the Seller or the Trust Assets necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) the Seller has complied with all agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date under this Agreement and the Transaction Documents to which it is a party.

(d) The Company shall have furnished to you an opinion, dated the related Closing Date, of Thacher Proffitt & Wood llp, special counsel to the Company, substantially to the effect that:

(i)    The related Registration Statement and any amendments thereto have become effective under the Act; to