UNDERWRITING AGREEMENT

EXHIBIT 1.1

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Asset-Backed Notes

ML ASSET BACKED CORPORATION

Depositor

UNDERWRITING AGREEMENT

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June 8, 2007

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Four World Financial Center

North Tower

New York, New York 10080

Dear Sirs:

ML Asset Backed Corporation, a Delaware corporation (the "Depositor"),

proposes, from time to time, to form one or more special purpose entities (each,

a "Trust") which will issue up to $3,000,000,000 aggregate principal amount of

securities entitled "Asset Backed Notes" (the "Notes", which may be referred to

herein as the "Offered Securities") in one or more series (each, a "Series")

under the terms and conditions contained herein and in the applicable Terms

Agreement (as hereinafter defined). The property of each Trust may consist

primarily of, among other things, (i) a pool of motor vehicle installment sale

contracts and loans (the "Loans") for the purchase of new and used automobiles,

minivans, sport utility vehicles, light-duty trucks, motorcycles or commercial

vehicles financed thereby (the "Financed Vehicles"), (ii) certain monies due

under the Loans, (iii) security interests in the Financed Vehicles, (iv) amounts

on deposit in certain accounts, (v) certain rights under a sale and servicing

agreement (the "Sale and Servicing Agreement"), among the Trust, the Depositor,

U.S. Bank National Association, as master servicer (in such capacity, the

"Servicer") and HSBC Bank USA, National Association, as indenture trustee (the

"Indenture Trustee"), pursuant to which the Loans and other property of the

Depositor will be sold to the Trust and the Loans will be serviced by the

Servicer and (vi) all proceeds of the foregoing.

Each offering of Offered Securities will be made through Merrill Lynch,

Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and other underwriters

(collectively, the "Underwriters") for whom Merrill Lynch is acting as

representative (the "Representative"). Whenever the Depositor determines to form

a Trust and to make an offering of Offered Securities, it will enter into an

agreement (each, a "Terms Agreement") providing for the sale of such Offered

Securities to, and the purchase and offering thereof by, the Underwriters who

execute the Terms Agreement, or have authorized the Representative to enter into

such Terms Agreement on their behalf, and agree thereby to become obligated to

purchase such Offered Securities from the Depositor. Such Terms Agreement shall

specify, among other things, principal balance, notional amount or stated

principal balance of each related class or subclass to be issued and their terms

not otherwise specified in the Sale and Servicing Agreement, the price at which

such Offered Securities are to be purchased by the Underwriters from the

Depositor, the aggregate amount of Offered Securities to be purchased by each

Underwriter that is a party to such Terms Agreement, and the initial public

offering price or the method by which the price at

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which such Offered Securities are to be sold will be determined. The Terms

Agreement, which shall be substantially in the form of Exhibit A hereto, may

take the form of an exchange of any standard form of written telecommunication

between the Representative and the Depositor.

Each offering of Offered Securities will be governed by this Agreement, as

supplemented by the applicable Terms Agreement, and this Agreement and such

Terms Agreement shall inure to the benefit of and be binding upon the related

Underwriters. Except as otherwise required by the context, all references herein

to a Terms Agreement, Closing Time, Time of Sale, Receivables Purchase

Agreement, Indenture, Trust Agreement, Sale and Servicing Agreement,

Administration Agreement, Trust, Underwriter or Underwriters and Loans shall

refer to the Terms Agreement, Closing Time, Receivables Purchase Agreement,

Indenture, Trust Agreement, Sale and Servicing Agreement, Administration

Agreement, Trust, Underwriter or Underwriters and Loans, as the case may be,

relating to the related offering of Offered Securities.

Each Series of Notes will be issued pursuant to an indenture (each, an

"Indenture"), among the Trust, U.S. Bank National Association, as securities

administrator (the "Securities Administrator") and the Indenture Trustee. Each

Note will represent an obligation of the Trust. Pursuant to an administration

agreement (each, an "Administration Agreement"), among the Depositor, Merrill

Lynch Bank USA ("MLBUSA"), as administrator (in such capacity, the

"Administrator"), the Trust and the Indenture Trustee, the Administrator will

perform certain administrative obligations of the Trust under the Indenture.

Pursuant to the Indenture, the Trust property will be held by the Indenture

Trustee on behalf of the holders of the Notes. Capitalized terms used herein

that are not otherwise defined shall have the meanings ascribed thereto in the

Indenture or the Sale and Servicing Agreement, as the case may be.

Each Trust will be created pursuant to a trust agreement (each, a "Trust

Agreement"), among the Depositor and U.S. Bank Trust National Association as

trustee (the "Owner Trustee"). Each Trust may issue Certificates under the Trust

Agreement and each Certificate will evidence a fractional undivided interest in

the Trust and will be subordinated to the Notes to the extent described in the

Indenture and Trust Agreement.

The Terms Agreement, Indenture, Trust Agreement, Administration Agreement,

Sale and Servicing Agreement, the receivables purchase agreement (the

"Receivables Purchase Agreement"), between the MLBUSA, as seller, and the

Depositor, as purchaser, and the spread account agreement, if any, (the "Spread

Account Agreement"), among the Trust and the Indenture Trustee are referred to

herein collectively as the "Basic Documents."

The Depositor has filed with the Securities and Exchange Commission (the

"Commission") a registration statement on Form S-3 (No. 333-139130) covering the

registration of the Offered Securities under the Securities Act of 1933, as

amended (the "Securities Act"), which Registration Statement, as amended at the

date hereof, has become effective and the offering thereof from time to time in

accordance with Rule 415 under rules and regulations of the Commission under the

Securities Act (the "Securities Act Regulations"). Such registration statement,

as amended at the time of effectiveness, including all material incorporated by

reference therein and including all information (if any) deemed to be part of

the registration statement at the time of effectiveness pursuant to Rule 430B of

the Securities Act Regulations, is referred to in this Agreement as the

"Registration Statement." The Depositor proposes to file

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with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule

424(b)") a supplement (such supplement, together with any amendment thereof or

supplement thereto, is hereinafter referred to as the "Prospectus Supplement")

to the prospectus included in the Registration Statement (such prospectus,

together with any amendment thereof or supplement thereto, in the form it

appears in the Registration Statement or in the form most recently revised and

filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as

the "Basic Prospectus") relating to the Offered Securities and the method of

distribution thereof. The Basic Prospectus and the Prospectus Supplement are

hereinafter referred to as the "Prospectus."

Prior to the date and time of the first Contract of Sale (within the

meaning of Rule 159 under the Securities Act for the Offered Securities

designated in the Terms Agreement (the "Time of Sale"), the Depositor prepared a

preliminary prospectus (subject to completion). As used herein, "Preliminary

Prospectus" means, with respect to any date or time referred to herein, the most

recent preliminary Prospectus (as such preliminary Prospectus may be amended or

supplemented), which has been prepared and delivered by the Depositor to the

Underwriters in accordance with the provisions hereof.

For the purposes of this Agreement, all references to the Registration

Statement, the Preliminary Prospectus, the Prospectus or any amendment or

supplement to any of the foregoing shall be deemed to include the copy filed

with the Commission pursuant to its Electronic Data Gathering, Analysis and

Retrieval system ("EDGAR"). In addition, for purposes of this Agreement, all

references to the Registration Statement, the Preliminary Prospectus, the

Prospectus or any amendment or supplement to any of the foregoing shall be

deemed to include any information regarding "static pools" that is set forth

therein or incorporated therein by reference but is deemed not to be a part of

any prospectus or registration statement pursuant to Item 1105(d) of Regulation

AB.

All references in this Agreement to financial statements and schedules and

other information which is "contained", "included" or "stated" in the

Registration Statement, the Preliminary Prospectus or the Prospectus (or other

references of like import) shall be deemed to mean and include all such

financial statements and schedules and other information which is incorporated

by reference in the Registration Statement, the Preliminary Prospectus or the

Prospectus, as the case may be; and all references in this Agreement to

amendments or supplements to the Registration Statement, the Preliminary

Prospectus or the Prospectus shall be deemed to mean and include the filing of

any document under the Securities Exchange Act of 1934, as amended (the

"Exchange Act"), which is incorporated by reference in the Registration

Statement, such Preliminary Prospectus or the Prospectus as the case may be.

Section 1. Representations and Warranties.

(a) Representations and Warranties by the Depositor. The Depositor

represents and warrants to the Underwriters as of the date hereof, as of the

date of the Terms Agreement and as of the Closing Time referred to in the Terms

Agreement, and agrees with the Underwriters, as follows:

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(i) Compliance with Registration Requirements. The Depositor meets

the requirements for use of Form S-3 under the Securities Act. The

Registration Statement, including a prospectus and such amendments thereto

as may have been required to the date hereof, relating to the Offered

Securities and the offering of each Series thereof from time to time in

accordance with Rule 415 under the Securities Act, has been filed with the

Commission. The Registration Statement has become effective under the

Securities Act and no stop order suspending the effectiveness of the

Registration Statement has been issued under the Securities Act and no

proceedings for that purpose have been instituted or are pending or, to the

knowledge of the Depositor, are contemplated by the Commission, and any

request on the part of the Commission for additional information has been

complied with. The Indenture has been duly qualified under the Trust

Indenture Act of 1939, as amended (the "1939 Act").

At the most recent time the Registration Statement and any

post-effective amendment thereto became effective and at Closing Time, the

Registration Statement and any amendments thereto complied and will comply

in all material respects with the requirements of the Securities Act and

the Securities Act Regulations and the 1939 Act and the rules and

regulations of the Commission under the 1939 Act (the "1939 Act

Regulations") and did not and will not contain an 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. At the

date of the Preliminary Prospectus, at the Time of Sale and at the Closing

Time, neither the Preliminary Prospectus nor any amendments and supplements

thereto included or will include an untrue statement of a material fact or

omitted or will 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 (it being understood that no representation or

warranty is made with respect to the omission of pricing and

price-dependent information, which information shall appear in the final

Prospectus but not in the Preliminary Prospectus). At the date of the

Prospectus and at the Closing Time, neither the Prospectus nor any

amendments and supplements thereto included or will include an untrue

statement of a material fact or omitted or will 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. Notwithstanding

the foregoing, the representations and warranties in this subsection shall

not apply to statements in or omissions from the Registration Statement,

the Preliminary Prospectus or the Prospectus made in reliance upon and in

conformity with information furnished to the Depositor in writing by any

Underwriter through the Representative expressly for use in the

Registration Statement or the Prospectus or that part of the Registration

Statement which constitutes the Statements of Eligibility of Qualification

(Form T-1) of the Indenture Trustee or other indenture trustees under the

1939 Act.

The Preliminary Prospectus and the Prospectus filed as part of the

Registration Statement as originally filed or as part of any amendment

thereto, or filed pursuant to Rule 424 under the Securities Act, complied

when so filed in all material respects with the Securities Act Regulations

and the Preliminary Prospectus and the Prospectus delivered to the

Underwriters for use in connection with the offering of Offered Securities

will, at the time of such delivery, be identical to any electronically

transmitted

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copies thereof filed with the Commission pursuant to EDGAR, except to the

extent permitted by Regulation S-T.

Other than the 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 prepare, make, use,

authorize, approve or refer to any "written communication", including any

"free writing prospectus", (each as defined in Rule 405 under the

Securities Act) that constitutes an offer to sell or solicitation of any

offer to buy the Offered Securities.

(ii) Incorporated Documents. The documents incorporated or deemed to

be incorporated by reference in the Registration Statement and the

Prospectus, at the time they were or hereafter are filed with the

Commission, complied and will comply in all material respects with the

requirements of the Exchange Act and the rules and regulations of the

Commission thereunder (the "Exchange Act Regulations").

(iii) No Material Adverse Change. Since the respective dates as of

which information is given in the Registration Statement and the

Prospectus, except as otherwise set forth therein, (A) there has been no

material adverse change in the condition, financial or otherwise, or in the

earnings, business affairs or business prospects of the Depositor, whether

or not arising in the ordinary course of business (a "Material Adverse

Change"), (B) there have been no transactions entered into by the

Depositor, other than those in the ordinary course of business, which are

material with respect to such entity and (C) there has been no material

adverse change in the Financial Statements.

(iv) Due Organization of the Depositor. The Depositor has been duly

formed and is validly existing as a corporation under the laws of the State

of Delaware; the Depositor has all requisite power and authority to own,

lease and operate its properties and to conduct its business as described

in the Registration Statement and the Prospectus and to enter into and to

perform its obligations under this Agreement, each Basic Document to which

it is a party and the Securities; and the Depositor is duly qualified to

transact business and is in good standing in each jurisdiction in which

such qualification is required, whether by reason of the ownership or

leasing of property or the conduct of business, except where the failure to

so qualify or to be in good standing would not result in a Material Adverse

Change or have a material adverse effect on its ability to perform its

obligations under the Basic Documents to which it is a party.

(v) Authorization of Agreement. This Agreement has been, and each

Terms Agreement as of the date thereof will have been, duly authorized,

executed and delivered by the Depositor.

(vi) Authorization of Basic Documents. As of the Closing Time, each of

the Basic Documents to which the Depositor is a party has been, or will

have been, duly authorized, executed and delivered by such entity, and,

assuming the due authorization, execution and delivery thereof by the other

parties thereto, will constitute a valid and

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binding agreement of the Depositor, enforceable against such entity in

accordance with its terms, except as the enforcement thereof may be limited

by bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting enforcement of creditors' rights generally and except as

enforcement thereof is subject to general principles of equity (regardless

of whether enforcement is considered in a proceeding in equity or at law).

(vii) Issuance of the Notes. The Notes have been duly authorized and,

at the Closing Time, will have been duly executed, issued and delivered

and, when authenticated in the manner provided for in the Indenture and

delivered against payment of the purchase price therefor as provided herein

and in the Terms Agreement, will constitute valid and binding obligations

of the Trust, enforceable against the Trust in accordance with their terms,

except as the enforcement thereof may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting enforcement of

creditors' rights generally and except as enforcement thereof is subject to

general principles of equity (regardless of whether enforcement is

considered in a proceeding in equity or at law), and will be in the form

contemplated by, and entitled to the benefits of, the Indenture.

(viii) Issuance of the Certificates. The Certificates have been duly

and validly authorized and, when executed, authenticated and delivered in

accordance with the Trust Agreement, will be validly issued and outstanding

and entitled to the benefits of the Trust Agreement.

(ix) Description of the Offered Securities and Basic Documents. The

Offered Securities and each of the Basic Documents conform in all material

respects to the descriptions thereof and the statements relating thereto

contained in the Registration Statement and the Prospectus.

(x) Absence of Defaults and Conflicts. The Depositor is not in

violation of its organizational or charter documents or bylaws or in

default in the performance or observance of any obligation, agreement,

covenant or condition contained in any contract, indenture, mortgage, deed

of trust, loan or credit agreement, note, lease or other agreement or

instrument to which it is a party or by which it may be bound, or to which

any of its properties or assets is subject (collectively, "Agreements and

Instruments"), except for defaults that would not result in a Material

Adverse Change and would not have a material adverse effect on its ability

to perform its obligations under the Basic Documents to which it is a

party; and the execution, delivery and performance by the Depositor of this

Agreement, each Basic Document to which it is a party, the consummation of

the transactions contemplated herein and therein, in the Registration

Statement or in the Prospectus and compliance with its obligations

hereunder and thereunder have been duly and validly authorized by all

necessary corporate action and do not and will not, whether with or without

the giving of notice or passage of time or both, conflict with or

constitute a breach of, a default or Repayment Event (as defined below)

under, or result in the creation or imposition of any lien, mortgage,

pledge, charge, encumbrance, adverse claim or other security interest

(collectively, "Liens") upon any of its property or assets pursuant to the

Agreements and Instruments except for Liens permitted by the Basic

Documents and conflicts, breaches or defaults that, individually or

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in the aggregate, will not result in a Material Adverse Change and would

not have a material adverse effect on its ability to perform its

obligations under the Basic Documents to which it is a party, nor will such

action result in any violation of the provisions of its charter or

organizational documents or bylaws or any applicable law, statute, rule,

regulation, judgment, order, writ or decree of any government, government

instrumentality or court, domestic or foreign, having jurisdiction over the

Depositor or any of its assets, properties or operations. As used herein, a

"Repayment Event" means any event or condition which gives the holder of

any note, debenture or other evidence of indebtedness (or any person acting

on such holder's behalf) the right to require the repurchase, redemption or

repayment of all or a portion of such indebtedness by the Depositor.

(xi) Absence of Proceedings. There is no action, suit, proceeding,

inquiry or investigation before or brought by any court or governmental

agency or body, domestic or foreign, now pending or, to the knowledge of

the Depositor, threatened, against or affecting the Depositor which is

required to be disclosed in the Registration Statement and the Prospectus

(other than as stated therein), or which might reasonably to expected to

result in a Material Adverse Change, or which might reasonably be expected

to materially and adversely affect its properties or assets or the

consummation of the transactions contemplated by this Agreement or any

Basic Document to which it is a party or the performance of its obligations

hereunder and thereunder; the aggregate of all pending legal or

governmental proceedings to which the Depositor is a party or of which any

of their respective properties or assets is the subject which are not

described in the Registration Statement and the Prospectus, including

ordinary routine litigation incidental to the business, could not

reasonably be expected to result in a Material Adverse Change.

(xii) Accuracy of Exhibits. There are no contracts or documents which

are required to be described in the Registration Statement, the Prospectus

or the documents incorporated by reference therein or to be filed as

exhibits thereto which have not been so described and filed as required.

(xiii) Absence of Further Requirements. No filing with, or

authorization, approval, consent, license, order, registration,

qualification or decree of, any court, governmental authority or agency or

any other person is necessary in connection with (A) the issuance or the

offering and sale of the Offered Securities, (B) the execution, delivery

and performance by the Depositor of this Agreement or any Basic Document to

which it is a party or (C) the consummation by the Depositor of the

transactions contemplated hereby or thereby, except such as have been

obtained and are in full force and effect as of the Closing Time.

(xiv) Possession of Licenses and Permits. The Depositor possesses such

permits, licenses, approvals, consents and other authorizations

(collectively, "Governmental Licenses") issued by the appropriate federal,

state, local or foreign regulatory agencies or bodies necessary to conduct

the business now operated by them; the Depositor is in compliance with the

terms and conditions of all such Governmental Licenses, except where the

failure so to comply would not, singly or in the aggregate, have a Material

Adverse Change; all of the Governmental Licenses are valid and in full

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force and effect, except when the invalidity of such Governmental Licenses

or the failure of such Governmental Licenses to be in full force and effect

would not have a Material Adverse Change or would render a material portion

of the Loans unenforceable; and the Depositor has not received any notice

of proceedings relating to the revocation or modification of any such

Governmental Licenses which, singly or in the aggregate, if the subject of

an unfavorable decision, ruling or finding, would result in a Material

Adverse Change, would have a material adverse effect on its ability to

perform its obligations under each Basic Document to which it is a party or

would render a material portion of the Loans unenforceable.

(xv) Title to Loans; Payment of Fees. As of the Closing Time, the

Trust will have good and marketable title to, and will be the sole owner of

each Loan free and clear of Liens other than the Lien in favor of the

Indenture Trustee under the Indenture; all taxes, fees and other

governmental charges arising in connection with the transactions

contemplated by this Agreement and the Basic Documents and with the

execution and delivery of the Loans, including any amendments thereto and

assignments and/or endorsements thereof, have been paid by the Depositor or

the Seller.

(xvi) Investment Company Act. The Depositor is not required to be

registered as an "investment company" under the Investment Company Act of

1940, as amended (the "1940 Act").

(xvii) Incorporation of Representations and Warranties. The

representations and warranties of the Depositor in each Basic Document to

which it is a party are true and correct in all material respects and are

hereby restated for the benefit of the Underwriters and incorporated by

reference herein with the same effect as if set forth in full herein.

(b) Officer's Certificates. Any certificate signed by any officer of the

Depositor or any of its respective Affiliates (as defined below) and delivered

at the Closing Time to the Underwriters or to counsel for the Underwriters shall

be deemed a representation and warranty by the Depositor or such Affiliate, as

the case may be, to the Underwriters as to the matters covered thereby. When

used in this Agreement, the term "Affiliate" or "Affiliates" shall have the

meaning assigned by Rule 501(b) under the Securities Act Regulations.

Section 2. Sale and Delivery to the Underwriters; Closing.

(a) Purchase of the Offered Securities. The several commitments of the

Underwriters to purchase the Offered Securities pursuant to the applicable Terms

Agreement shall be deemed to have been made on the basis of the representations

and warranties herein contained and shall be subject to the terms and conditions

herein set forth.

(b) Payment. Payment of the purchase price for, and delivery of

certificates for the Offered Securities shall be made at the offices of Sidley

Austin LLP in New York, New York or at such other place as shall be agreed upon

by the Representative and the Depositor, at 10:00 A.M. (New York time) on the

date set forth in the applicable Terms Agreement, or such other time not later

than five business days after such date as shall be agreed upon by the

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Representative and the Depositor (such date and time of payment and delivery

being called the "Closing Time").

The Offered Securities will initially be represented by one or more

certificates registered in the name of Cede & Co., as nominee of The Depository

Trust Company ("DTC"). The interests of beneficial owners of the Offered

Securities will be represented by book entries on the records of DTC and

participating members thereof. Certificates for the Offered Securities shall be

made available for examination by the Representative in The City of New York not

later than 10:00 A.M. (New York time) on the business day prior to the Closing

Time.

Delivery of the Offered Securities shall be made against payment of the

purchase price by wire transfer of immediately available funds to a bank account

designated by the Depositor.

Section 3. Covenants of the Depositor. The Depositor covenants with each

Underwriter as follows:

(a) Compliance with Securities Regulations. During the period when a

prospectus is required by the Securities Act or the Exchange Act to be

delivered in connection with sales of the Notes (the "Prospectus Delivery

Period"), the Depositor will notify you immediately, and confirm the notice

in writing, of (i) the effectiveness of any post-effective amendment to the

Registration Statement or the filing of any supplement or amendment to the

Prospectus, (ii) the receipt of any comments from the Commission, (iii) any

request by the Commission for any amendment to the Registration Statement

or any amendment or supplement to the Prospectus or any document

incorporated by reference therein or otherwise deemed to be a part thereof

or for additional information, (iv) the issuance by the Commission of any

stop order suspending the effectiveness of the Registration Statement or of

any order preventing or suspending the use of any Prospectus, or of the

suspension of the qualification of the Offered Securities for offering or

sale in any jurisdiction, or of the initiation or threatening of any

proceedings for any of such purposes and (v) the happening of any event

which, in the judgment of the Depositor, makes the Registration Statement

or the Prospectus contain 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 not misleading. The Depositor will make

every reasonable effort to prevent the issuance of any stop order and, if

any stop order is issued, to obtain as soon as possible the lifting

thereof.

(b) Filing of Amendments. Prior to the termination of the offering of

the Offered Securities, the Depositor will not file any amendment to the

Registration Statement or any amendment, supplement or revision to either

the Preliminary Prospectus or to the Prospectus, unless the Depositor has

furnished you a copy for your review prior to such proposed filing or use,

as the case may be, and will not file or use any such document to which you

shall reasonably object. Subject to the foregoing sentence, the Depositor

will effect the filings required under Rule 424(b) under the Securities Act

in the manner and within the time period required by Rule 424(b) (without

reliance on Rule 424(b)(8)), and will take such steps as it deems necessary

to ascertain promptly whether the Preliminary Prospectus and the Prospectus

transmitted for filing under Rule 424(b) were each received for filing by

the Commission and, in the event that either

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was not, it will promptly file the Preliminary Prospectus or the

Prospectus, as applicable, and in each case will provide evidence

satisfactory to you of such timely filing.

(c) Delivery of Registration Statements. The Depositor has furnished

or will deliver to the Representative and counsel for the Underwriters,

without charge, signed copies of the Registration Statement as originally

filed and of each amendment thereto (including exhibits filed therewith or

incorporated by reference therein and documents incorporated or deemed to

be incorporated by reference therein) and signed copies of all consents and

certificates of experts, and will also deliver to the Representative,

without charge, a conformed copy of the Registration Statement as

originally filed and of each amendment thereto (without exhibits) for each

of the Underwriters. The Registration Statement and each amendment thereto

furnished to the Underwriters will be identical to any electronically

transmitted copies thereof filed with the Commission pursuant to EDGAR,

except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Depositor will deliver to each

Underwriter, without charge, as many copies of the Preliminary Prospectus

as such Underwriter may reasonably request, and the Depositor hereby

consents to the use of such copies for purposes permitted by the Securities

Act. The Depositor will furnish to each Underwriter, without charge, during

the period when the Prospectus is required to be delivered under the

Securities Act or the Exchange Act, such number of copies of the Prospectus

as such Underwriter may reasonably request. The Prospectus and any

amendments or supplements thereto furnished to the Underwriters will be

identical to any electronically transmitted copies thereof filed with the

Commission pursuant to EDGAR, except to the extent permitted by Regulation

S-T.

(e) Continued Compliance with Securities Laws. The Depositor will

comply with the Securities Act and the Securities Act Regulations, the

Exchange Act and the Exchange Act Regulations and the 1939 Act and the 1939

Act Regulations so as to permit the completion of the distribution of the

Offered Securities as contemplated in this Agreement and the Basic

Documents and in the Registration Statement and the Prospectus. If at any

time when the Prospectus is required by the Securities Act or the Exchange

Act to be delivered in connection with sales of the Offered Securities, any

event shall occur or condition shall exist as a result of which it is

necessary, in the opinion of counsel for the Underwriters or for the

Depositor, to amend the Registration Statement in order that the

Registration Statement will not contain an 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 or to amend or

supplement the Prospectus in order that the Prospectus will not include an

untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein not misleading in the

light of the circumstances existing at the time it is delivered to a

purchaser, or if it shall be necessary, in the opinion of such counsel, at

any such time to amend the Registration Statement or amend or supplement

the Prospectus in order to comply with the requirements of the Securities

Act or the Securities Act Regulations, the Depositor will promptly prepare

and file with the Commission, subject to Section 3(b), such amendment or

supplement as may be necessary to correct such statement or omission or to

make the Registration Statement or the Prospectus comply with such

requirements, and

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the Depositor will furnish to the Underwriters, without charge, such number

of copies of such amendment or supplement as the Underwriters may

reasonably request.

(f) Blue Sky Qualifications. The Depositor will use its best efforts,

in cooperation with the Underwriters, to qualify the Offered Securities for

offering and sale under the applicable securities laws of such states and

other jurisdictions as the Underwriters may designate and to maintain such

qualifications in effect for a period of not less than one year from the

date of the Terms Agreement; provided, however, that the Depositor shall

not be obligated to file any general consent to service of process or to

qualify as a foreign corporation or as a dealer in securities in any

jurisdiction in which it is not so qualified or to subject itself to

taxation in respect of doing business in any jurisdiction in which it is

not otherwise so subject. In each jurisdiction in which the Offered

Securities have been so qualified, the Depositor will file such statements

and reports as may be required by the laws of such jurisdiction to continue

such qualification in effect for a period of not less than one year from

the date of the Terms Agreement. The Depositor will also supply the

Underwriters with such information as is necessary for the determination of

the legality of the offering and sale of the Offered Securities for

investment under the laws of such jurisdictions as the Underwriters may

reasonably request.

(g) Earnings Statement. The Depositor will timely file such reports

pursuant to the Exchange Act as are necessary in order to make generally

available to its security-holders as soon as practicable an earnings

statement for the purposes of, and to provide the benefits contemplated by,

the last paragraph of Section 11(a) of the Securities Act.

(h) Use of Proceeds. The Depositor shall cause the Trust to use the

net proceeds received by it from the sale of the Offered Securities in the

manner specified in the Prospectus under "Use of Proceeds."

(i) Reports, Statements and Certificates. So long as any Offered

Securities are outstanding, the Depositor shall deliver or cause to be

delivered to the Underwriters associated therewith, as soon as copies

become available, copies of (i) each payment date certificate delivered to

the Indenture Trustee pursuant to the Indenture, (ii) the annual statements

of compliance, annual independent certified public accountants' reports and

annual opinions of counsel furnished to the Indenture Trustee or the Owner

Trustee pursuant to the Basic Documents, as soon as such statements,

reports and opinions are furnished to the Indenture Trustee or the Owner

Trustee and (iii) such other information concerning the Depositor, the

Trust or the Offered Securities as the Underwriters may reasonably request

from time to time.

(j) Reporting Requirements. The Depositor, during the period when the

Prospectus is required to be delivered under the Securities Act or the

Exchange Act, will file all documents required to be filed with the

Commission pursuant to the Exchange Act within the time periods required by

the Exchange Act and the Exchange Act Regulations.

Section 4. Payment of Expenses.

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(a) Expenses. The Depositor shall pay all of its own expenses incident to

the performance of its obligations under this Agreement and the Terms Agreement,

including without limitation (i) the preparation, printing and filing of the

Registration Statement, the Preliminary Prospectus, the Prospectus and each

amendment or supplement thereto, (ii) the preparation, reproduction and delivery

to the Underwriters of this Agreement, the Terms Agreement, any agreement among

the Underwriters, each Basic Document and such other documents as may be

required in connection with the issuance, offering, purchase, sale or delivery

of the Offered Securities, (iii) the preparation, issuance and delivery of the

certificates for the Offered Securities to the Underwriters, (iv) the fees and

expenses of the counsel, accountants and other adv