UNDERWRITING AGREEMENT

EXHIBIT 1

$5,001,325,000

(approximate)

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST

2007-LDP11

Commercial Mortgage Pass-Through Certificates, Series 2007-LDP11

Classes A-1, A-2, A-2FL, A-3, A-4, A-SB, A-1A,

A-M, A-J, B, C, D, E, F and X

Underwriting Agreement

June 28, 2007

J.P. Morgan Securities Inc.

As Representative of the

several Underwriters listed

in Schedule I hereto

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 10th Floor

New York, New York 10017

Ladies and Gentlemen:

J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware

corporation (the "Depositor"), proposes to sell to the several Underwriters

listed in Schedule I (the "Underwriters"), for whom J.P. Morgan Securities Inc.

is acting as representative (the "Representative"), $5,001,325,000 principal

amount of Commercial Mortgage Pass-Through Certificates, Series 2007-LDP11,

Classes A-1, A-2, A-2FL, A-3, A-4, A-SB, A-1A, A-M, A-J, B, C, D, E, F and X

(the "Offered Certificates") as set forth in Schedule I. The Offered

Certificates, together with the Commercial Mortgage Pass-Through Certificates,

Series 2007-LDP11, Classes G, H, J, K, L, M, N, P, NR, Q, T, R and LR (the

"Private Certificates") are collectively referred to herein as the

"Certificates". The Certificates will represent beneficial interests in a trust

fund primarily consisting of a segregated pool of mortgage loans secured by

commercial, multifamily and manufactured housing community properties, as

described in the Prospectus referred to below (the "Mortgage Loans"), and

certain moneys received under each Mortgage Loan after the related due date for

such Mortgage Loan, which shall be: (i) in July 2007 or (ii) with respect to

those mortgage loans that have their first due date after July 2007, the

origination date of the Mortgage Loan. The Certificates will be issued pursuant

to the provisions of a pooling and servicing agreement to be dated as of July 1,

2007 (the "Pooling and Servicing Agreement"), among the Depositor, Wachovia

Bank, National Association as Master Servicer (the "Master Servicer"), CWCapital

Asset Management LLC as Special Servicer (the "Special Servicer") and LaSalle

Bank National Association as Trustee (the "Trustee").

The Depositor hereby confirms its agreement with the several Underwriters

concerning the purchase and sale of the Offered Certificates, as follows:

1. Registration Statement. The Depositor has prepared and filed with the

Securities and Exchange Commission (the "Commission") in accordance with the

provisions of the Securities Act of 1933, as amended, and the rules and

regulations of the Commission thereunder (collectively, the "Securities Act"), a

registration statement on Form S-3 (No. 333-140804), as amended, including a

prospectus, relating to the Offered Certificates. The registration statement as

amended at the time when it became effective, or, if a post-effective amendment

is filed with respect thereto, as amended by such post-effective amendment at

the time of its effectiveness, is referred to in this Agreement as the

"Registration Statement". The Depositor also has filed with, or proposes to file

with, the Commission pursuant to Rule 424 under the Securities Act a prospectus

supplement specifically relating to the Offered Certificates (the "Prospectus

Supplement"). The related prospectus covering the Offered Certificates in the

form first required to be filed to satisfy the condition set forth in Rule

172(c) under the Securities Act is hereinafter referred to as the "Basic

Prospectus", and the Basic Prospectus as supplemented by the Prospectus

Supplement in the form first required to be filed to satisfy the condition set

forth in Rule 172(c) under the Securities Act is hereinafter referred to as the

"Prospectus". Any reference in this Agreement to the Registration Statement, any

preliminary prospectus (a "Preliminary Prospectus") used in connection with the

offering of the Offered Certificates or the Prospectus shall be deemed to refer

to and include any exhibits thereto and the documents incorporated by reference

therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the

effective date of the Registration Statement or the date of such Preliminary

Prospectus or the Prospectus, as the case may be, and any reference to "amend,"

"amendment" or "supplement" with respect to the Registration Statement, any

Preliminary Prospectus or the Prospectus shall be deemed to refer to and include

any documents filed as of the Closing Date (as defined below) under the

Securities Exchange Act of 1934, as amended, and the rules and regulations of

the Commission thereunder (collectively, the "Exchange Act") that are deemed to

be incorporated by reference therein.

At or prior to the time when sales to investors of the Offered

Certificates were first made (the "Time of Sale"), the Depositor had prepared

the following information (collectively, the "Time of Sale Information"): (i) a

free writing prospectus dated June 8, 2007 (the "Preliminary Free Writing

Prospectus") and a free writing prospectus supplement dated June 25, 2007 (the

"Free Writing Prospectus Supplement"), (ii) a supplemental structural and

collateral information free writing prospectus dated as of June 8, 2007 (the

"Term Sheet"), and (iii) each "free-writing prospectus" (as defined pursuant to

Rule 405 under the Securities Act) (a "Free Writing Prospectus") listed on

Exhibit 1 hereto. If, subsequent to the date of this Agreement, the Depositor

and the Underwriters have determined that such information included an untrue

statement of material fact or omitted to state a material fact necessary in

order to make the statements therein, in the light of the circumstances under

which they were made, not misleading and have terminated their old purchase

contracts and entered into new purchase contracts with purchasers of the Offered

Certificates, then "Time of Sale" will refer to the time when such new purchase

contracts are entered into and "Time of Sale Information" will refer to the

information available to purchasers at the time of entry into the first such new

purchase contract, including any information that corrects such material

misstatements or omissions ("Corrective Information").

When used in this Agreement, "Basic Documents" shall mean (i) the Pooling

and Servicing Agreement, (ii) the Certificates, (iii) the mortgage loan purchase

agreement, dated as of July 1, 2007, between JPMorgan Chase Bank, N.A. ("JPMCB")

and the Depositor (the "JPMCB Mortgage Loan Purchase Agreement"), (iv) the

mortgage loan purchase agreement, dated as of July 1, 2007, between UBS Real

Estate Securities Inc. ("UBS") and the Depositor (the "UBS Mortgage Loan

Purchase Agreement"), (v) the mortgage loan purchase agreement, dated as of July

1, 2007, between Natixis Real Estate Capital Inc. ("Natixis") and the Depositor

(the "Natixis Mortgage Loan Purchase Agreement"), (vi) the mortgage loan

purchase agreement, dated as of July 1, 2007, between Eurohypo AG, New York

Branch ("Eurohypo") and the Depositor (the "Eurohypo Mortgage Loan Purchase

Agreement"), (vii) the mortgage loan purchase agreement, dated as of July 1,

2007, between Nomura Credit & Capital, Inc. ("Nomura") and the Depositor (the

"Nomura Mortgage Loan Purchase Agreement") and (viii) the mortgage loan purchase

agreement, dated as of July 1, 2007, between AIG Mortgage Capital, LLC ("AIG"),

SOME II, LLC and the Depositor (the "AIG Mortgage Loan Purchase Agreement" and,

collectively with the JPMCB Mortgage Loan Purchase Agreement, the UBS Mortgage

Loan Purchase Agreement, the Natixis Mortgage Loan Purchase Agreement, the

Eurohypo Mortgage Loan Purchase Agreement and the Nomura Mortgage Loan Purchase

Agreement, the "Mortgage Loan Purchase Agreements") and (ix) any other contract,

agreement or instrument which is or is to be entered into by the Depositor on

the Closing Date or otherwise in connection with any of the foregoing or this

Agreement. JPMCB, UBS, Natixis, Eurohypo, Nomura and AIG are collectively

referred to herein as the "Sellers". To the extent not defined herein,

capitalized terms used herein have the meanings assigned to such terms in the

Pooling and Servicing Agreement.

2. Purchase of the Offered Certificates by the Underwriters.

(a) The Depositor agrees to sell the Offered Certificates to the

several Underwriters as provided in this Agreement, and each Underwriter, on the

basis of the representations, warranties and agreements set forth herein and

subject to the conditions set forth herein, agrees, severally and not jointly,

to purchase from the Depositor, the respective principal amount of each class of

the Offered Certificates set forth opposite such Underwriter's name in Schedule

I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued

interest on the actual principal amount thereof at the applicable Pass-Through

Rate from July 1, 2007 to the Closing Date (as defined below). The Depositor

will not be obligated to deliver any of the Offered Certificates except upon

payment for all the Offered Certificates to be purchased as provided herein.

(b) The Depositor understands that the Underwriters intend to make a

public offering of their respective portions of the Offered Certificates as soon

after the effectiveness of this Agreement as in the judgment of the

Representative is advisable, and initially to offer the Offered Certificates on

the terms set forth in the Time of Sale Information and the Prospectus. The

Depositor acknowledges and agrees that the Underwriters may offer and sell the

Offered Certificates to or through any affiliate of an Underwriter and that any

such affiliate may offer and sell any Offered Certificates purchased by it to or

through any Underwriter.

(c) Payment for and delivery of the Offered Certificates will be

made at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street,

Suite 2400, Charlotte, North Carolina 28202, New York City time, on July 5,

2007, or at such other time on the same or such other date, not later than the

fifth business day thereafter, as the Representative and the Depositor may agree

upon in writing. The time and date of such payment and delivery is referred to

herein as the "Closing Date".

(d) Payment for the Offered Certificates shall be made by wire

transfer in immediately available funds to the account(s) specified by the

Depositor to the Representative against delivery to the nominee of The

Depository Trust Company, for the account of the Underwriters, of one or more

global notes representing the Offered Certificates (collectively, the "Global

Note"), with any transfer taxes payable in connection with the sale of the

Offered Certificates duly paid by the Depositor. The Global Note will be made

available for inspection by the Representative not later than 1:00 P.M., New

York City time, on the business day prior to the Closing Date.

3. Representations and Warranties of the Depositor. The Depositor

represents and warrants to each Underwriter that:

(a) Registration Statement and Prospectus. The Registration

Statement has been declared effective by the Commission under the Securities

Act; no order suspending the effectiveness of the Registration Statement has

been issued by the Commission and no proceeding for that purpose has been

initiated or, to the best knowledge of the Depositor, threatened by the

Commission; and, the Registration Statement and the Prospectus and any amendment

thereto, at the time the Registration Statement became effective complied, and

as of the date of the Prospectus Supplement will comply, in all material

respects with the Securities Act, and the Registration Statement did not and

will not contain any untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary in order to make the

statements therein not misleading; and as of the date of the Prospectus and any

amendment or supplement thereto and on the Closing Date, the Prospectus will not

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

required to be stated therein or necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not

misleading; provided that the Depositor makes no representation and warranty

with respect to (i) any statements or omissions made in reliance upon and in

conformity with information relating to any Underwriter furnished to the

Depositor in writing by such Underwriter through the Representative (such

information, described in Section 15 hereto, referred to herein as

"Underwriters' Information") expressly for use in the Registration Statement and

the Prospectus and any amendment or supplement thereto; (ii) the Sellers'

Information (as defined in Section 7(a)); (iii) the information set forth in the

Prospectus under the heading "Transaction Parties--The Master Servicer" (the

"Master Servicer's Information"); (iv) the information set forth in the

Prospectus under the heading "Transaction Parties--The Special Servicer" (the

"Special Servicer's Information"); (v) the information set forth in the

Prospectus under the heading "Transaction Parties--The Trustee, Certificate

Registrar, Authenticating Agent and Custodian," but only with respect to the

first, third, fourth, fifth, sixth and seventh paragraphs thereof (the

"Trustee's Information); the conditions to the use by the Depositor of a

registration statement on Form S-3 under the Securities Act, as set forth in the

General Instructions to Form S-3, have been satisfied with respect to the

Registration Statement and the Prospectus.

(b) Time of Sale Information. The Time of Sale Information, at the

Time of Sale did not, and at the Closing Date will not, contain any untrue

statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances under which

they were made, not misleading; provided that the Depositor makes no

representation and warranty with respect to (i) any Underwriters' Information in

such Time of Sale Information, (ii) any Sellers' Information in such Time of

Sale Information, (iii) the Master Servicer's Information in such Time of Sale

Information, (iv) the Special Servicer's Information in such Time of Sale

Information or (v) the Trustee's Information in the Time of Sale Information.

(c) Issuer Free Writing Prospectus. Other than any Preliminary

Prospectus and the Prospectus, the Depositor (including its agents and

representatives other than the Underwriters in their capacity as such) has not

made, used, prepared, authorized, approved or referred to and will not make,

use, prepare, authorize, approve or refer to any "written communication" (as

defined in Rule 405 under the Securities Act) that constitutes an offer to sell

or solicitation of an offer to buy the Offered Certificates other than (i) any

document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the

Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale

Information and (iii) each other written communication approved in writing in

advance by the Representative (each such communication referred to in clause

(ii) and this clause (iii) constituting an "issuer free writing prospectus", as

defined in Rule 433(h) under the Securities Act, being referred to as an "Issuer

Free Writing Prospectus"). Each such Issuer Free Writing Prospectus complied in

all material respects with the Securities Act, has been filed in accordance with

Section 8 (to the extent required thereby) and did not at the Time of Sale, and

at the Closing Date will not, contain any untrue statements of a material fact

or (when read in conjunction with the other Time of Sale Information) omit to

state a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading; provided

that the Depositor makes no representation and warranty with respect to (i) any

Underwriters' Information in any Issuer Free Writing Prospectus or (ii) any

Seller's Information in any Issuer Free Writing Prospectus.

(d) No Material Adverse Change. Other than as set forth or

contemplated in the Prospectus and the Time of Sale Information, since the date

as of which information is given in the Registration Statement, the Time of Sale

Information or the Prospectus, there has not been any material adverse change or

any development involving a prospective material adverse change, in or affecting

the business, properties, prospects, management, financial position,

stockholders' equity or results of operations of the Depositor.

(e) Organization and Good Standing. The Depositor has been duly

organized and is a validly existing organization in good standing under the laws

of its jurisdiction of organization, is duly qualified to do business and is in

good standing as a foreign entity in each jurisdiction in which the conduct of

its business requires such qualification, and has all power and authority

necessary to enter into and perform its obligations under this Agreement, the

Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and to

own or hold its properties and to conduct the business in which it is engaged,

except where the failure to be so qualified or have such power or authority

would not, individually or in the aggregate, have a material adverse effect on

the transactions contemplated herein or in the Basic Documents (a "Material

Adverse Effect").

(f) Due Authorization. The Depositor has full right, power and

authority to execute and deliver this Agreement and the Basic Documents and to

perform its obligations hereunder and thereunder; and all action (corporate or

other) required to be taken for the due and proper authorization, execution and

delivery of this Agreement and each of the Basic Documents and the consummation

of the transactions contemplated thereby has been duly and validly taken.

(g) The Pooling and Servicing Agreement. The Pooling and Servicing

Agreement has been duly authorized by the Depositor and, when duly executed and

delivered in accordance with its terms by each of the parties thereto, will

constitute a valid and legally binding agreement of the Depositor enforceable

against the Depositor in accordance with its terms, except as enforceability may

be limited by applicable bankruptcy, insolvency or similar laws affecting the

enforcement of creditors' rights generally or by equitable principles relating

to enforceability (collectively, the "Enforceability Exceptions").

(h) The Certificates. The Certificates have been duly authorized

and, when duly executed, authenticated, issued and delivered as provided in the

Pooling and Servicing Agreement and paid for as provided herein, will be duly

and validly issued and outstanding and will be entitled to the benefits and

security afforded by the Pooling and Servicing Agreement.

(i) Underwriting Agreement. This Agreement has been duly authorized,

executed and delivered by the Depositor.

(j) Basic Documents. Each of the Basic Documents to which the

Depositor is a party has been duly authorized by the Depositor and when duly

executed and delivered in accordance with its terms by each of the parties

thereto, will constitute a valid and legally binding agreement of the Depositor

enforceable against the Depositor in accordance with its terms, subject to the

Enforceability Exceptions.

(k) Descriptions of Basic Documents. Each Basic Document conforms in

all material respects to the description thereof contained in the Registration

Statement, the Time of Sale Information and the Prospectus.

(l) No Violation or Default. The Depositor is not (i) in violation

of its charter, by-laws or similar organizational documents; (ii) in default,

and no event has occurred that, with notice or lapse of time or both, would

constitute such a default, in the due performance or observance of any term,

covenant or condition contained in any indenture, mortgage, deed of trust, loan

agreement or other agreement or instrument to which the Depositor is a party or

by which the Depositor is bound or to which any of the property or assets of the

Depositor is subject; or (iii) in violation of any law or statute or any

judgment, order or regulation of any court or governmental agency or body having

jurisdiction over the Depositor, or any of its properties ("Governmental

Authority"), except, in the case of clauses (ii) and (iii) above, for any such

default or violation that would not, individually or in the aggregate, have a

Material Adverse Effect.

(m) No Conflicts with Existing Instruments. The execution, delivery

and performance by the Depositor of this Agreement and each of the Basic

Documents, the issuance and sale of the Certificates and compliance by the

Depositor with the terms thereof and the consummation of the transactions

contemplated by this Agreement and the Basic Documents will not (i) conflict

with or result in a breach or violation of any of the terms or provisions of, or

constitute a default under, or result in the creation or imposition of any lien,

charge or encumbrance upon any property or assets of the Depositor pursuant to,

any indenture, mortgage, deed of trust, loan agreement or other agreement or

instrument to which the Depositor is a party or by which the Depositor is bound

or to which any of the property or assets of the Depositor is subject; (ii)

result in any violation of the provisions of the charter, by-laws or similar

organizational documents of the Depositor; or (iii) result in the violation of

any law or statute or any judgment, order or regulation of any Governmental

Authority, except, in the case of clauses (i) and (iii) above, for any such

conflict, breach or violation that would not, individually or in the aggregate,

have a Material Adverse Effect.

(n) No Consents Required. No consent, approval, authorization,

order, registration or qualification of or with any Governmental Authority is

required for the execution, delivery and performance by the Depositor of this

Agreement and each of the Basic Documents, the issuance and sale of the

Certificates and compliance by the Depositor with the terms thereof and the

consummation of the transactions contemplated by this Agreement and the Basic

Documents, except for the registration of the Certificates under the Securities

Act and such consents, approvals, authorizations, orders and registrations or

qualifications as have already been obtained or as of the Closing Date will have

been obtained or such as may be required under applicable state securities laws

in connection with the purchase and distribution of the Offered Certificates by

the Underwriters.

(o) Legal Proceedings. Except as described in the Prospectus and the

Time of Sale Information, there are no legal, governmental or regulatory

investigations, actions, suits or proceedings pending to which the Depositor is

or may be a party or to which any property of the Depositor is or may be the

subject that, individually or in the aggregate, if determined adversely to the

Depositor, could reasonably be expected to have a Material Adverse Effect; to

the best knowledge of the Depositor, no such investigations, actions, suits or

proceedings are threatened or contemplated by any Governmental Authority or

threatened by others; and there are no statutes, regulations or contracts or

other documents that are required under the Securities Act to be filed as

exhibits to the Registration Statement or described in the Registration

Statement or the Prospectus and that are not so filed or described.

(p) [Reserved].

(q) Title to Mortgage Loans. The Depositor has good and marketable

title in fee simple to the Mortgage Loans free and clear of all liens,

encumbrances, claims and defects and imperfections of title except those that

could not reasonably be expected, individually or in the aggregate, to have a

Material Adverse Effect.

(r) Investment Company Act. Neither the Depositor nor the trust fund

created under the Pooling and Servicing Agreement (the "Trust Fund") is, and,

after giving effect to the offering and sale of the Certificates and the

application of the proceeds thereof as described in the Prospectus, neither the

Depositor nor the Trust Fund will be an "investment company" or an entity

"controlled" by an "investment company" within the meaning of the Investment

Company Act of 1940, as amended, and the rules and regulations of the Commission

thereunder (collectively, "Investment Company Act").

(s) Representations in Basic Documents. The representations and

warranties of the Depositor contained in the Basic Documents are true and

correct in all material respects.

(t) Taxes. Any taxes, fees and other governmental charges in

connection with the execution and delivery of this Agreement, the Pooling and

Servicing Agreement and the delivery and sale of the Certificates (other than

such federal, state and local taxes as may be payable on the income or gain

recognized therefrom) have been or will be paid at or prior to the Closing Date.

(u) Business Relationship with the Underwriters. The Depositor

acknowledges and agrees that the Underwriters are acting solely in the capacity

of an arm's length contractual counterparty to the Depositor with respect to the

offering of Certificates contemplated hereby (including in connection with

determining the terms of the offering) and not as a financial advisor or a

fiduciary to, or an agent of, the Depositor or any other person. Additionally,

neither the Representative nor any other Underwriter is advising the Depositor

or any other person as to any legal, tax, investment, accounting or regulatory

matters in any jurisdiction. The Depositor shall consult with its own advisors

concerning such matters and shall be responsible for making their own

independent investigation and appraisal of the transactions contemplated hereby,

and the Underwriters shall have no responsibility or liability to the Depositor

with respect thereto. Any review by the Underwriters of the Depositor, the

transactions contemplated hereby or other matters relating to such transactions

will be performed solely for the benefit of the Underwriters and shall not be on

behalf of the Depositor.

(v) Ineligible Issuer. The Depositor is not, and on the date on

which the first bona fide offer of the Certificates is made will not be, an

"ineligible issuer", as defined in Rule 405 under the Securities Act.

(w) Regulation AB Compliance. The Depositor will comply with the

applicable provisions of Regulation AB, as promulgated by the Commission under

the Exchange Act (17 C.F.R. ss.ss.229.1100 - 229.1123), in all respects.

4. Further Agreements of the Depositor. The Depositor covenants and agrees

with each Underwriter that:

(a) Filing of Prospectus and Issuer Free Writing Prospectuses. The

Depositor will file the final Prospectus with the Commission within the time

periods specified by Rule 424(b) under the Securities Act; subject to Section 8,

will file any Issuer Free Writing Prospectus to the extent required by Rule 433

under the Securities Act; and the Depositor will furnish copies of the

Prospectus and each Issuer Free Writing Prospectus to the Underwriters in New

York City prior to 10:00 A.M., New York City time, on the business day next

succeeding the date of this Agreement, or at such other time and date as may be

acceptable to the Representative, in such quantities as the Representative may

reasonably request.

(b) Delivery of Copies. The Depositor will deliver, without charge,

(i) to the Representative, one signed copy of the Registration Statement as

originally filed and each amendment thereto, in each case including all exhibits

and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy

of the Registration Statement as originally filed and each amendment thereto, in

each case including all exhibits and consents filed therewith and (B) during the

Prospectus Delivery Period, as many copies of the Prospectus (including all

amendments and supplements thereto) and each Issuer Free Writing Prospectus as

the Representative may reasonably request. As used herein, the term "Prospectus

Delivery Period" means such period of time after the first date of the public

offering of the Offered Certificates as in the opinion of counsel for the

Underwriters a prospectus relating to the Offered Certificates is required by

law to be delivered (or required to be delivered but for Rule 172 under the

Securities Act) in connection with sales of the Offered Certificates by any

Underwriter or dealer.

(c) Amendments or Supplements. Before preparing, using, authorizing,

approving, referring to or filing any Issuer Free Writing Prospectus, and before

filing any amendment or supplement to the Registration Statement or the

Prospectus, the Depositor will furnish to the Representative and counsel for the

Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or

supplement for review and will not prepare, use, authorize, approve, refer to or

file any such Issuer Free Writing Prospectus or file any such proposed amendment

or supplement to which the Representative reasonably objects.

(d) Notice to the Representative. The Depositor will advise the

Representative promptly, and confirm such advice in writing, (i) when any

amendment to the Registration Statement has been filed or becomes effective;

(ii) when any supplement to the Prospectus or any amendment to the Prospectus

has been filed; (iii) of any request by the Commission for any amendment to the

Registration Statement or any amendment or supplement to the Prospectus or the

receipt of any comments from the Commission relating to the Registration

Statement or any other request by the Commission for any additional information;

(iv) of the issuance by the Commission of any order suspending the effectiveness

of the Registration Statement or preventing or suspending the use of any

Preliminary Prospectus or the Prospectus or the initiation or threatening of any

proceeding for that purpose; (v) of the occurrence of any event within the

Prospectus Delivery Period as a result of which the Prospectus as then amended

or supplemented would include any untrue statement of a material fact or omit to

state a material fact necessary in order to make the statements therein, in the

light of the circumstances existing when the Prospectus is delivered to a

purchaser, not misleading; and (vi) of the receipt by the Depositor of any

notice with respect to any suspension of the qualification of the Offered

Certificates for offer and sale in any jurisdiction or the initiation or

threatening of any proceeding for such purpose; and the Depositor will use its

reasonable best efforts to prevent the issuance of any such order suspending the

effectiveness of the Registration Statement, preventing or suspending the use of

any Preliminary Prospectus or the Prospectus or suspending any such

qualification of the Offered Certificates and, if issued, will obtain as soon as

possible the withdrawal thereof.

(e) Ongoing Compliance of the Prospectus. If, during the Prospectus

Delivery Period: (i) any event shall occur or condition shall exist as a result

of which the Prospectus as then amended or supplemented would include an untrue

statement of a material fact or omit to state a material fact required to be

stated therein or necessary in order to make the statements therein, in the

light of the circumstances existing when the Prospectus is delivered to a

purchaser, not misleading; or (ii) it is necessary to amend or supplement the

Prospectus to comply with law, the Depositor will immediately notify the

Underwriters thereof and forthwith prepare and, subject to paragraph (c) above,

file with the Commission and furnish to the Underwriters and to such dealers as

the Representative may designate, such amendments or supplements to the

Prospectus as may be necessary so that the statements in the Prospectus as so

amended or supplemented will not, in light of the circumstances existing when

the Prospectus is delivered to a purchaser, be misleading or so that the

Prospectus will comply with law.

(f) Blue Sky Compliance. The Depositor will qualify the Offered

Certificates for offer and sale under the securities or Blue Sky laws of such

jurisdictions as the Representative shall reasonably request and will continue

such qualifications in effect so long as may be required for distribution of the

Offered Certificates; provided that the Depositor shall not be required to (i)

qualify as a foreign corporation or other entity or as a dealer in securities in

any such jurisdiction where it would not otherwise be required to so qualify;

(ii) file any general consent to service of process in such jurisdiction; or

(iii) subject itself to taxation in any such jurisdiction if it is not so

subject.

(g) Earning Statement. The Depositor will make generally available

to its security holders and the Representative as soon as practicable an earning

statement that satisfies the provisions of Section 11(a) of the Securities Act

and Rule 158 of the Commission promulgated thereunder covering a period of at

least twelve months beginning with the first fiscal quarter of the Depositor

occurring after the "effective date" (as defined in Rule 158) of the

Registration Statement.

(h) Copies of Reports. So long as the Offered Certificates are

outstanding, the Depositor shall furnish, or cause to be furnished, to each

Underwriter (i) copies of each certificate, the annual statements of compliance

and the annual independent certified public accountant's servicing reports

furnished to the Trustee pursuant to the Pooling and Servicing Agreement by

first class mail as soon as practicable after such statements and reports are

furnished to the Trustee; (ii) copies of each amendment to any of the Basic

Documents; and (iii) copies of all reports or other communications (financial or

other) furnished to holders of the Offered Certificates, and copies of any

reports and financial statements furnished to or filed with the Commission, any

governmental or regulatory authority or any national securities exchange.

(i) Use of Proceeds. The Depositor will apply the net proceeds from

the sale of the Offered Certificates as described in the Registration Statement,

the Time of Sale Information and the Prospectus.

(j) Rating Agencies. To the extent, if any, that the ratings

provided with respect to the Offered Certificates by the Rating Agencies (as

defined in Section 6(p)) are conditional upon the furnishing of documents or the

taking of any other action by the Depositor, the Depositor shall use its best

efforts to furnish such documents and take any other such action.

(k) Exchange Act Filings. The Depositor will file or cause to be

filed all documents and certifications required to be filed by the Commission

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

Act and the rules and regulations thereunder.

(l) Record Retention. The Depositor will, pursuant to reasonable

procedures developed in good faith, retain copies of each Issuer Free Writing

Prospectus that is not filed with the Commission in accordance with Rule 433

under the Securities Act.

5. Representations of the Several Underwriters. Each Underwriter hereby

represents and agrees, severally and not jointly, that in relation to each

Member State of the European Economic Area which has implemented the Prospectus

Directive (each, a "Relevant Member State"), with effect from and including the

date on which the Prospectus Directive is implemented in that Relevant Member

State (the "Relevant Implementation Date") it has not made and will not make an

offer of the Offered Certificates to the public in that Relevant Member State

prior to the publication of a prospectus in relation to the Offered Certificates

which has been approved by the competent authority in that Relevant Member State

or, where appropriate, approved in another Relevant Member State and notified to

the competent authority in that Relevant Member State, all in accordance with

the Prospectus Directive, except that it may, with effect from and including the

Relevant Implementation Date, make an offer of the Offered Certificates to the

public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the

financial markets or, if not so authorized or regulated, whose corporate

purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at

least 250 employees during the last financial year; (2) a total balance

sheet of more than (euro)43,000,000 and (3) an annual net turnover of more

than (euro)50,000,000, as shown in its last annual or consolidated

accounts; or

(c) in any other circumstances which do not require the publication by the

Depositor of a prospectus pursuant to Article 3 of the Prospectus

Directive.

For the purposes of this representation, the expression an "offer of the

Certificates to the public" in relation to any Offered Certificates in any

Relevant Member State means the communication in any form and by any means of

sufficient information on the terms of the offer and the Offered Certificates to

be offered so as to enable an investor to decide to purchase or subscribe the

Offered Certificates, as the same may be varied in that Member State by any

measure implementing the Prospectus Directive in that Member State, and the

expression "Prospectus Directive" means Directive 2003/71/EC and includes any

relevant implementing measure in each Relevant Member State.

Each Underwriter, severally and not jointly, hereby further represents and

agrees, with respect to the United Kingdom, that:

(i) it has only communicated or caused to be communicated and will only

communicate or cause to be communicated an invitation or inducement to

engage in investment activity (within the meaning of Section 21 of the

Financial Services and Markets Act) received by it in connection with the

issue or sale of the Offered Certificates in circumstances in which

Section 21(1) of the Financial Services and Markets Act does not apply to

the Depositor; and

(ii) it has complied and will comply with all applicable provisions of the

Financial Services and Markets Act with respect to anything done by it in

relation to the Offered Certificates in, from or otherwise involving the

United Kingdom.

6. Conditions of Underwriters' Obligations. The obligation of each

Underwriter to purchase Offered Certificates on the Closing Date as provided

herein is subject to the performance by the Depositor of its covenants and other

obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. If a post-effective

amendment to the Registration Statement is required to be filed under the

Securities Act, such post-effective amendment shall have become effective, and

the Representative shall have received notice thereof, not later than 5:00 P.M.,

New York City time, on the date hereof; no order suspending the effectiveness of

the Registration Statement shall be in effect, and no proceeding for such

purpose shall be pending before or threatened by the Commission; the Prospectus

and each Issuer Free Writing Prospectus shall have been timely filed with the

Commission under the Securities Act (in the case of an Issuer Free Writing

Prospectus, to the extent required by Rule 433 under the Securities Act) and in

accordance with Section 4(a) hereof; and all requests by the Commission for

additional information shall have been complied with to the reasonable

satisfaction of the Representative.

(b) Representations and Warranties. The representations and

warranties of the Depositor contained herein shall be true and correct on the

date hereof and on and as of the Closing Date and the statements of the

Depositor and its officers made in any certificates delivered pursuant to this

Agreement shall be true and correct on and as of the Closing Date.

(c) No Material Adverse Change. Subsequent to the execution and

delivery of this Agreement, no event or condition of a type described in Section

3(d) hereof shall have occurred or shall exist, which event or condition is not

described in the Time of Sale Information (excluding any Corrective Information)

and the Prospectus (excluding any amendment or supplement thereto) and the

effect of which, in the judgment of the Representative, makes it impracticable

or inadvisable to proceed with the offeri