Unassociated Document


    ARGENT
      SECURITIES INC.

     

    $2,938,500,000
      (Approximate)

    Asset-Backed
      Pass-Through Certificates

    Argent
      Securities Inc.

    Series
      2006-M1

     

    June
      9,
      2006

     

     

    UNDERWRITING
      AGREEMENT

     

    


    
      	
              Merrill
                Lynch, Pierce, Fenner & Smith

              Incorporated
                as
                Representative of the several Underwriters

              4
                World Financial Center

              New
                York, New York 10080

            	
              Greenwich
                Capital Markets, Inc.

              600
                Steamboat Road

              Greenwich
                CT 06830

            


    

    


    Ladies
      and Gentlemen:

     

    Argent
      Securities Inc. (the “Depositor”), a Delaware corporation, has authorized the
      issuance and sale of Argent Securities Inc., Asset-Backed Pass-Through
      Certificates, Series 2006-M1 (the “Certificates”). The Certificates are
      designated as (i) the Class A-1 Certificates, the Class A-2A Certificates,
      the
      Class A-2B Certificates, the Class A-2C Certificates and the Class A-2D
      Certificates (collectively, the “Class A Certificates”) and (ii) the Class M-1
      Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class
      M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the
      Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates
      and the Class M-10 Certificates (collectively, the “Offered Mezzanine
      Certificates”; together with the Class A Certificates, the “Underwritten
      Certificates”). Also to be issued are the Class CE Certificates, the Class P
      Certificates, the Class R Certificates and the Class R-X Certificates
      (collectively, the “Non-Offered Certificates”). The Underwritten Certificates
      and the Non-Offered Certificates are referred to together as the
“Certificates.”

     

    Only
      the
      Underwritten Certificates are being purchased by the underwriters named in
      Schedule A hereto (the “Underwriters”), and the Underwriters severally are
      purchasing only the Underwritten Certificates set forth opposite their names
      in
      Schedule A, except that the amounts purchased by the Underwriters may change
      in
      accordance with Section 10 of this Agreement. Merrill Lynch, Pierce, Fenner
      & Smith Incorporated is acting as representative of the several Underwriters
      (not including Greenwich Capital Markets, Inc.) and, in such capacity, is
      hereinafter referred to as the “Representative” If only one underwriter is named
      in Schedule A, the terms “Underwriter,” “Underwriters” and “Representative”
shall refer to that named underwriter.

     

    The
      Certificates will be issued under a Pooling and Servicing Agreement, dated
      as of
      June 1, 2006 (the “Pooling and Servicing Agreement”), among the Depositor as
      depositor, Ameriquest Mortgage Company as master servicer (in such capacity,
      the
“Master Servicer”) and Deutsche Bank National Trust Company as trustee (in such
      capacity, the “Trustee”). Capitalized but undefined terms shall have the
      meanings set forth in the Pooling and Servicing Agreement.

     

    The
      Certificates will evidence fractional undivided interests in the Trust (the
      “Trust”) formed pursuant to the Pooling and Servicing Agreement. The assets of
      the Trust will initially include, among other things, a segregated pool (the
      “Mortgage Pool”) of certain adjustable-rate and fixed-rate, conventional, one-
      to four-family residential mortgage loans (collectively, the “Initial Mortgage
      Loans”), the Pre-funding Accounts used to purchase additional mortgage loans
      after the Closing Date (the “Subsequent Mortgage Loans”, together with the
      Initial Mortgage Loans, the “Mortgage Loans”), the Interest Coverage Accounts,
      the Master Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
      Carryover Reserve Account and the Swap Account (including any payments made
      under the Swap Administration Agreement deposited in the Trust) and such amounts
      as may be held by the Trustee in any other accounts held by the Trustee for
      the
      Trust. A form of the Pooling and Servicing Agreement has been filed as an
      exhibit to the Registration Statement.

     

    The
      Underwritten Certificates are more fully described in a Registration Statement
      which the Depositor has furnished to the Underwriters.

     

    Pursuant
      to the Mortgage Loan Purchase Agreement, dated the date of this Agreement (the
      “Mortgage Loan Purchase Agreement”), between Ameriquest Mortgage Company (in
      such capacity, the “Seller”) and the Depositor, the Seller will sell to the
      Depositor all of its right, title and interest in and to the Mortgage Loans,
      including the scheduled principal balances of the Mortgage Loans as of the
      Cut-off Date and interest due after the Cut-off Date. Pursuant to the Pooling
      and Servicing Agreement, the Depositor will sell to the Trust all of its right,
      title and interest in and to the Mortgage Loans, including the scheduled
      principal balances of the Mortgage Loans as of the Cut-off Date and interest
      due
      after the Cut-off Date.

     

    On
      or
      before July 21, 2006, the Trust will acquire the Subsequent Mortgage Loans
      to be
      included in the Mortgage Pool, subject to the conditions set forth in the
      Pooling and Servicing Agreement.

     

     

    SECTION
      1.  Representations
      and Warranties of the Depositor.
      The
      Depositor represents and warrants to, and agrees with the Underwriters that
      as
      of the date of the Preliminary Prospectus, as of the date of the Prospectus,
      and
      as of the Closing Date:

     

    (a)  A
      Registration Statement on Form S-3 (No. 333-131895) relating to the Underwritten
      Certificates has (i) been prepared by the Depositor in conformity with the
      requirements of the Securities Act of 1933, as amended (the “Securities Act”),
      and the rules and regulations (the “Rules and Regulations”) of the United States
      Securities and Exchange Commission (the “Commission”) thereunder, (ii) been
      filed with the Commission under the Securities Act and (iii) become effective
      and is still effective as of the date hereof under the Securities Act. Copies
      of
      such Registration Statement have been delivered by the Depositor to the
      Underwriters. As used in this Agreement, “Effective Time” means the date and the
      time as of which such Registration Statement, or the most recent post-effective
      amendment thereto, if any, was declared effective by the Commission; “Effective
      Date” means the date of the Effective Time; “Registration Statement” means such
      registration statement, at the Effective Time, including any documents
      incorporated by reference therein at such time; “Base Prospectus” means such
      final prospectus dated March 31, 2006 and “Prospectus Supplement” means the
      final prospectus supplement relating to the Underwritten Certificates, to be
      filed with the Commission pursuant to paragraph (2), (3) or (5) of Rule 424(b)
      of the Rules and Regulations. “Prospectus” means the Base Prospectus together
      with the Prospectus Supplement. The Depositor has prepared a Free Writing
      Prospectus, dated June 8, 2006, that contains substantially all information
      that
      will appear in the Prospectus Supplement and including the Static Pool
      Information referred to in the Free Writing Prospectus, to the extent that
      such
      information is known at that time (such Free Writing Prospectus together with
      the Base Prospectus, the “Preliminary Prospectus”). Reference made herein to the
      Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
      any documents incorporated by reference therein pursuant to Item 12 of Form
      S-3
      under the Securities Act, as of the date of the Prospectus and any reference
      to
      any amendment or supplement to the Preliminary Prospectus or the Prospectus
      shall be deemed to refer to and include any document filed under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), after the date of the
      Preliminary Prospectus or the Prospectus, as applicable, and incorporated by
      reference in the Preliminary Prospectus or the Prospectus, as applicable, and
      any reference to any amendment to the Registration Statement shall be deemed
      to
      include any report of the Depositor filed with the Commission pursuant to
      Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is
      incorporated by reference in the Registration Statement. The Commission has
      not
      issued any order preventing or suspending the use of the Prospectus or the
      Preliminary Prospectus or the effectiveness of the Registration Statement and
      no
      proceedings for such purpose are pending or, to the Depositor’s knowledge,
      threatened by the Commission. There are no contracts or documents of the
      Depositor which are required to be filed as exhibits to the Registration
      Statement pursuant to the Securities Act or the Rules and Regulations which
      have
      not been so filed or incorporated by reference therein on or prior to the
      Effective Date of the Registration Statement other than such documents or
      materials, if any, as any Underwriter delivers to the Depositor pursuant to
      Section 5 hereof for filing on Form 8-K. The conditions for use of Form S-3,
      as
      set forth in the General Instructions thereto, have been satisfied.

     

    (b)  The
      Registration Statement, the Preliminary Prospectus, the Prospectus and the
      Static Pool Information conform, and any further amendments or supplements
      to
      the Registration Statement, the Preliminary Prospectus and the Prospectus will
      conform, when they become effective, are filed with the Commission or as of
      the
      date of the Contract of Sale, as the case may be, in all respects to the
      requirements of the Securities Act and the Rules and Regulations. The
      Registration Statement, as of the Effective Date thereof, and any amendment
      thereto, did 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. The Preliminary Prospectus, as amended or
      supplemented, as of its date and as of the date of the Contract of Sale, and
      the
      Prospectus, as amended or supplemented, as of its date and as of the Closing
      Date, and the Static Pool Information, as of the date of the Contract of Sale
      and as of the Closing Date, do not and 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 light of the circumstances under which they were made,
      not misleading; provided that no representation or warranty is made as to (i)
      information contained in or omitted from the Registration Statement, the
      Preliminary Prospectus or the Prospectus in reliance upon and in conformity
      with
      written information furnished to the Depositor in writing by any Underwriter
      through the Representative expressly for use therein as set forth in Exhibit
      A
      hereto (the “Underwriters’ Information”), and (ii) any Excluded Information (as
      defined in Section 8(a)(i) below).

     

    (c)  The
      documents incorporated by reference in the Preliminary Prospectus or the
      Prospectus, as applicable, when they became effective, were filed with the
      Commission or as of the date of the Contract of Sale, as the case may be,
      conformed in all material respects to the requirements of the Securities Act
      or
      the Exchange Act, as applicable, and the rules and regulations of the Commission
      thereunder; and any further documents so filed and incorporated by reference
      in
      the Prospectus, when such documents become effective, are filed with the
      Commission or as of the date of the Contract of Sale, as the case may be, will
      conform in all material respects to the requirements of the Securities Act
      or
      the Exchange Act, as applicable, and the rules and regulations of the Commission
      thereunder.

     

    (d)  The
      Depositor has been duly incorporated and is validly existing as a corporation
      in
      good standing under the laws of its jurisdiction of incorporation and is in
      good
      standing as a foreign corporation in each jurisdiction in which its ownership
      or
      lease of property or the conduct of its business so requires such standing.
      The
      Depositor has all power and authority necessary to own or hold its properties,
      to conduct the business in which it is engaged and to enter into and perform
      its
      obligations under this Agreement, the Mortgage Loan Purchase Agreement, each
      Subsequent Mortgage Loan Purchase Agreement and the Pooling and Servicing
      Agreement (collectively, the “Agreements”) and to cause the Certificates to be
      issued.

     

    (e)  Except
      as
      disclosed in the Preliminary Prospectus and the Prospectus, there are no
      actions, proceedings or investigations pending with respect to which the
      Depositor has received service of process before, or, to the best of the
      Depositor’s knowledge, threatened, by any court, administrative agency or other
      tribunal to which the Depositor is a party or of which any of its properties
      is
      the subject (a) which if determined adversely to the Depositor would have a
      material adverse effect on the business or financial condition of the Depositor,
      (b) asserting the invalidity of any of the Agreements or the Certificates,
      (c)
      seeking to prevent the issuance of the Certificates or the consummation by
      the
      Depositor of any of the transactions contemplated by any of the Agreements
      or
      (d) which might materially and adversely affect the performance by the Depositor
      of its obligations under, or the validity or enforceability of any of the
      Agreements or the Certificates.

     

    (f)  This
      Agreement has been, and the other Agreements when executed and delivered as
      contemplated hereby and thereby will have been, duly authorized, executed and
      delivered by the Depositor, and this Agreement constitutes, and the other
      Agreements when executed and delivered as contemplated herein will constitute,
      legal, valid and binding instruments enforceable against the Depositor in
      accordance with their respective terms, subject as to enforceability to (x)
      applicable bankruptcy, reorganization, insolvency, moratorium or other similar
      laws affecting creditors’ rights generally, (y) general principles of equity
      (regardless of whether enforcement is sought in a proceeding in equity or at
      law), and (z) with respect to rights of indemnity under any of the Agreements,
      limitations of public policy under applicable securities laws.

     

    (g)  The
      execution, delivery and performance of the Agreements by the Depositor and
      the
      consummation of the transactions contemplated hereby and thereby, and the
      issuance and delivery of the Certificates do not and will not conflict with
      or
      result in a breach or violation of any of the terms or provisions of, or
      constitute a default under, any indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument to which the Depositor is a party,
      by
      which the Depositor is bound or to which any of the properties or assets of
      the
      Depositor or any of its subsidiaries is subject, which breach or violation
      would
      have a material adverse effect on the business, operations or financial
      condition of the Depositor or its ability to perform its obligations under
      any
      of the Agreements, nor will such actions result in any violation of the
      provisions of the articles of incorporation or by-laws of the Depositor or
      any
      statute or any order, rule or regulation of any court or governmental agency
      or
      body having jurisdiction over the Depositor or any of its properties or assets,
      which breach or violation would have a material adverse effect on the business,
      operations or financial condition of the Depositor or its ability to perform
      its
      obligations under any of the Agreements.

     

    (h)  The
      direction by the Depositor to the Trustee to execute, authenticate, issue and
      deliver the Certificates has been duly authorized by the Depositor, and,
      assuming the Trustee has been duly authorized to undertake such actions, when
      executed, authenticated, issued and delivered by the Trustee, in accordance
      with
      the Pooling and Servicing Agreement, the Certificates will be validly issued
      and
      outstanding and the holders of the Certificates will be entitled to the rights
      and benefits of the Certificates as provided by the Pooling and Servicing
      Agreement.

     

    (i)  No
      consent, approval, authorization, order, registration or qualification of or
      with any court or governmental agency or body of the United States is required
      for the issuance of the Certificates and the sale of the Underwritten
      Certificates to the Underwriters, or the consummation by the Depositor of the
      other transactions contemplated by the Agreements except such consents,
      approvals, authorizations, registrations or qualifications as may be required
      under state securities or Blue Sky laws in connection with the purchase and
      distribution of the Underwritten Certificates by the Underwriters or as have
      been obtained.

     

    (j)  At
      the
      time of the execution and delivery of the Pooling and Servicing Agreement,
      the
      Depositor will: (i) have equitable title to the Initial Mortgage Loans conveyed
      by the Seller, free and clear of any lien, mortgage, pledge, charge,
      encumbrance, adverse claim or other security interest (collectively, “Liens”);
      (ii) not have assigned to any person (other than the Trustee) any of its right,
      title or interest in the Initial Mortgage Loans and (iii) have the power and
      authority to sell the Mortgage Loans to the Trustee and to sell the Underwritten
      Certificates to the Underwriters. At each Subsequent Transfer Date, the
      Depositor will: (i) have equitable title to the interest in the Subsequent
      Mortgage Loans conveyed by the Seller on the Subsequent Transfer Date, free
      and
      clear of any Liens; (ii) not have assigned to any person (other than the
      Trustee) any of its right, title or interest in such Subsequent Mortgage Loans
      and (iii) have the power and authority to sell its interest in such Subsequent
      Mortgage Loans to the Trustee. Upon execution and delivery of the Pooling and
      Servicing Agreement by the Trustee, the Trustee will have acquired beneficial
      ownership of all of the Depositor’s right, title and interest in and to the
      Initial Mortgage Loans. On each Subsequent Transfer Date, the Trustee will
      have
      acquired beneficial ownership of all of the Depositor’s right, title and
      interest in and to the Subsequent Mortgage Loans conveyed by the Seller on
      such
      Subsequent Transfer Date. Upon delivery to the Underwriters of the Underwritten
      Certificates, the Underwriters will have good title to the Underwritten
      Certificates free of any Liens.

     

    (k)  As
      of the
      Cut-off Date or the related Subsequent Transfer Date, as applicable, each of
      the
      Mortgage Loans will meet the eligibility criteria described in the Preliminary
      Prospectus and the Prospectus and will conform to the descriptions thereof
      contained in the Preliminary Prospectus and the Prospectus.

     

    (l)  Neither
      the Depositor nor the Trust is an “investment company” within the meaning of
      such term under the Investment Company Act of 1940, as amended (the “1940 Act”)
      and the rules and regulations of the Commission thereunder.

     

    (m)  At
      the
      Closing Date, the Underwritten Certificates and the Pooling and Servicing
      Agreement will conform in all material respects to the descriptions thereof
      contained in the Preliminary Prospectus and the Prospectus.

     

    (n)  Any
      taxes, fees and other governmental charges in connection with the execution,
      delivery and issuance of the Agreements and the Certificates have been paid
      or
      will be paid at or prior to the Closing Date.

     

    (o)  Since
      the
      respective dates as of which information is given in the Preliminary Prospectus
      and the Prospectus, there has not been any material adverse change in the
      general affairs, management, financial condition, or results of operations
      of
      the Depositor or Seller, otherwise than as set forth or contemplated in the
      Prospectus as supplemented or amended as of the Closing Date.

     

    (p)  As
      of the
      Effective Date and as of the date of the Contract of Sale, the Depositor is
      not
      and will not be as of the Closing Date an “ineligible issuer” as defined in Rule
      405 under the Securities Act.

     

    (q)  Any
      certificate signed by an officer of the Depositor and delivered to the
      Underwriters or counsel for the Underwriters in connection with an offering
      of
      the Underwritten Certificates shall be deemed, and shall state that it is,
      a
      representation and warranty as to the matters covered thereby to each person
      to
      whom the representations and warranties in this Section 1 are made.

     

    (r)  As
      of the
      date of the Contract of Sale, each Issuer Free Writing Prospectus and the
      Preliminary Prospectus, considered together, did not include any untrue
      statement of a material fact or omission of any material fact necessary in
      order
      to make the statements therein, in the light of the circumstances under which
      they were made, not misleading.

     

    SECTION
      2.  Purchase
      and Sale.
      The
      several commitments of the Underwriters to purchase the Underwritten
      Certificates pursuant to this 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. The Depositor agrees
      to
      instruct the Trustee to issue the Certificates and agrees to sell to each
      Underwriter, and each Underwriter agrees (except as provided in Section 10
      hereof) severally and not jointly to purchase from the Depositor, the aggregate
      principal amounts or percentage interests of the Underwritten Certificates
      of
      each Class, as set forth opposite such Underwriter’s name on Schedule A, at the
      purchase price or prices set forth on Schedule A.

     

    SECTION
      3.  Delivery
      and Payment.
      Delivery of and payment for the Underwritten Certificates shall be made at
      the
      offices of Thacher Proffitt & Wood LLP, Two World Financial Center, New
      York, New York 10281, or at such other place as shall be agreed upon by the
      Underwriters and the Depositor at 10:00 A.M. New York City time on June 28,
      2006, or at such other time or date as shall be agreed upon in writing by the
      Underwriters and the Depositor (such date being referred to as the “Closing
      Date”). Payment shall be made to the Depositor by wire transfer of same day
      funds payable to the account of the Depositor. Delivery of the Underwritten
      Certificates shall be made to the Representative for the accounts of the several
      Underwriters against payment of the purchase price thereof. The Underwritten
      Certificates so delivered will be initially represented by one or more
      certificates registered in the name of Cede & Co., the nominee of The
      Depository Trust Company (“DTC”). The interests of the beneficial owners of the
      Underwritten Certificates will be represented by book entries on the records
      of
      DTC and participating members thereof. Definitive Underwritten Certificates
      will
      be available only under the limited circumstances specified in the Pooling
      and
      Servicing Agreement.

     

    SECTION
      4.  Offering
      by the Underwriters.
      It is
      understood that, subject to the terms and conditions hereof, the several
      Underwriters propose to offer the Underwritten Certificates for sale to the
      public as set forth in the Prospectus.

     

    SECTION
      5.  Agreements.

     

    (a)  The
      Depositor agrees as follows:

     

    	(i)  	
            To
              prepare the Preliminary Prospectus and the Prospectus in a form approved
              by the Underwriters; to file such Preliminary Prospectus pursuant to
              Rule
              433(d) under the Securities Act not later than the same day on which
              the
              Preliminary Prospectus was made available to the Underwriters; to file
              such Prospectus pursuant to Rule 424(b) under the Securities Act not
              later
              than the second Business Day following the day on which the Prospectus
              was
              made available to the Underwriters; to make no further amendment or
              supplement to the Registration Statement or to the Prospectus prior
              to the
              Closing Date except as permitted herein; to advise the Underwriters,
              promptly after it receives notice thereof, of the time when any amendment
              to the Registration Statement has been filed or becomes effective prior
              to
              the termination of the offering of the Underwritten Certificates or
              any
              supplement to the Prospectus or any amended Prospectus has been filed
              and
              to furnish the Underwriters or their counsel with copies thereof without
              charge; to file promptly all reports and any definitive proxy or
              information statements required to be filed by the Depositor with the
              Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange
              Act subsequent to the date of the Prospectus and, for so long as the
              delivery of a prospectus is required in connection with the offering
              or
              sale of the Underwritten Certificates; to promptly advise the Underwriters
              of its receipt of notice of the issuance by the Commission of any stop
              order or the institution of or, to the knowledge of the Depositor,
              the
              threatening of any proceeding for such purpose, or of: (i) any order
              preventing or suspending the use of the Preliminary Prospectus or the
              Prospectus; (ii) the suspension of the qualification of the Underwritten
              Certificates for offering or sale in any jurisdiction; (iii) the
              initiation of or threat of any proceeding for any such purpose or (iv)
              any
              request by the Commission for the amending or supplementing of the
              Registration Statement, the Preliminary Prospectus or the Prospectus
              or
              for additional information. In the event of the issuance of any stop
              order
              or of any order preventing or suspending the use of the Preliminary
              Prospectus or the Prospectus or suspending any such qualification,
              the
              Depositor promptly shall use its best efforts to obtain the withdrawal
              of
              such order by the Commission.

          


     

    	(ii)  	
            To
              furnish promptly to the Underwriters and to counsel for the Underwriters
              a
              signed copy of the Registration Statement as originally filed with
              the
              Commission, and of each amendment thereto filed with the Commission,
              including all consents and exhibits filed
              therewith.

          


     

    	(iii)  	
            To
              deliver promptly to the Underwriters without charge such number of
              the
              following documents as the Underwriters shall reasonably request: (i)
              conformed copies of the Registration Statement as originally filed
              with
              the Commission and each amendment thereto (in each case including
              exhibits); (ii) the Preliminary Prospectus, the Prospectus and any
              amended
              or supplemented Preliminary Prospectus or Prospectus and (iii) any
              document incorporated by reference in the Preliminary Prospectus or
              the
              Prospectus (including exhibits thereto). If the delivery of a prospectus
              is required at any time prior to the expiration of nine months after
              the
              Closing Date in connection with the offering or sale of the Underwritten
              Certificates, and if at such time any events shall have occurred as
              a
              result of which the Prospectus as then amended or supplemented would
              include any untrue statement of a material fact or omit to state any
              material fact necessary in order to make the statements therein, in
              light
              of the circumstances under which they were made when such Prospectus
              is
              delivered, not misleading, or, if for any other reason it shall be
              necessary during such same period to amend or supplement the Prospectus
              or
              to file under the Exchange Act any document incorporated by reference
              in
              the Prospectus in order to comply with the Securities Act or the Exchange
              Act, the Depositor shall notify the Underwriters and, upon any
              Underwriter’s request, shall file such document and prepare and furnish
              without charge to the Underwriters and to any dealer in securities
              as many
              copies as the Underwriters may from time to time reasonably request
              of an
              amended Prospectus or a supplement to the Prospectus which corrects
              such
              statement or omission or effects such compliance, and in case the
              Underwriters are required to deliver a Prospectus in connection with
              sales
              of any of the Underwritten Certificates at any time nine months or
              more
              after the Effective Time, upon the request of the Underwriters but
              at
              their expense, the Depositor shall prepare and deliver to the Underwriters
              as many copies as the Underwriters may reasonably request of an amended
              or
              supplemented Prospectus complying with Section 10(a)(3) of the Securities
              Act.

          


     

    	(iv)  	
            To
              file promptly with the Commission any amendment to the Registration
              Statement, the Preliminary Prospectus or the Prospectus or any supplement
              to the Prospectus that may, in the judgment of the Depositor or the
              Underwriters, be required by the Securities Act or requested by the
              Commission. Neither the Underwriters’ consent to nor their distribution of
              any amendment or supplement shall constitute a waiver of any of the
              conditions set forth in Section 6.

          


     

    	(v)  	
            To
              furnish the Underwriters and counsel for the Underwriters, prior to
              filing
              with the Commission, and to obtain the consent of the Underwriters
              for the
              filing of the following documents relating to the Underwritten
              Certificates: (i) any Post-Effective Amendment to the Registration
              Statement or supplement to the Prospectus, or document incorporated
              by
              reference in the Prospectus or (ii) the Preliminary Prospectus and
              the
              Prospectus pursuant to the Rules and
              Regulations.

          


     

    	(vi)  	
            To
              use commercially reasonable efforts, in cooperation with the Underwriters,
              to qualify the Underwritten Certificates for offering and sale under
              the
              applicable securities laws of such states and other jurisdictions of
              the
              United States or elsewhere as the Underwriters may reasonably designate,
              and maintain or cause to be maintained such qualifications in effect
              for
              as long as may be required for the distribution of the Underwritten
              Certificates. The Depositor will file or cause the filing of such
              statements and reports as may be required by the laws of each jurisdiction
              in which the Underwritten Certificates have been so qualified; provided,
              however, that the Depositor shall not be required to qualify to do
              business in any jurisdiction where it is not now so qualified or to
              take
              any action which would subject it to general or unlimited service of
              process in any jurisdiction where it is now so
              subject.

          


     

    	(vii)  	
            So
              long as the Underwritten Certificates shall be outstanding, the Depositor
              shall cause the Trustee, pursuant to the Pooling and Servicing Agreement,
              to deliver to the Underwriters as soon as such statements are furnished
              to
              the Trustee: (i) the annual assessment of compliance delivered to the
              Trustee pursuant to Section 3.20 of the Pooling and Servicing Agreement;
              (ii) the annual attestation of a firm of registered public accountants
              furnished to the Trustee pursuant to Section 3.20 of the Pooling and
              Servicing Agreement; (iii) the monthly servicing report furnished to
              the
              Trustee and (iv) the monthly reports furnished to the Certificateholders
              pursuant to Section 4.02 of the Pooling and Servicing
              Agreement.

          


     

    	(viii)  	
            Unless
              the Underwriters shall otherwise have given their written consent,
              no
              collateralized mortgage obligations or other similar securities
              representing interests in or secured by other mortgage-related assets
              originated or owned by the Seller shall be publicly offered or sold,
              nor
              shall the Seller enter into any contractual arrangements that contemplate
              the public offering or sale of such securities, until the earlier to
              occur
              of the termination of the syndicate or the Closing
              Date.

          


     

    	(ix)  	
            In
              connection with any transaction contemplated by this Agreement, the
              Depositor and each of its affiliates maintain customary, arm’s-length
              business relationships with each Underwriter and each of its affiliates,
              and no fiduciary duty on the part of any Underwriter or any of its
              affiliates is thereby or hereby intended or created, and the express
              disclaimer of any such fiduciary relationship on the part of each
              Underwriter and each of its affiliates is hereby acknowledged and accepted
              by the Depositor and each of its
              affiliates.

          


     

    	(x)  	
            The
              Depositor 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 5(c) 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
              Securities Act.

          


     

    	(xi)  	
            The
              Depositor shall not be required to file (A) any Free Writing Prospectus,
              if the information included therein is included or incorporated by
              reference in a prospectus or Free Writing Prospectus previously filed
              with
              the Commission that relates to the offering of the Certificates, or
              (B)
              any Free Writing Prospectus or portion thereof that contains a description
              of the Certificates or the offering of the Certificates which does
              not
              reflect the final terms thereof (so long as such information does not
              contain any Issuer Information).

          


     

    	(xii)  	
            The
              Depositor will (i) prepare and file the report required by Item 6.05
              of
              Form 8-K within four business days after the Closing Date if any material
              pool characteristic in the final pool at the Closing Date varies by
              5% or
              more from the description in the Prospectus Supplement, (ii) comply
              with
              required Form 8-K reporting requirements with respect to any prefunding
              account and (iii) if static pool information required with respect
              to the
              Underwritten Certificates is delivered via website, comply with the
              Rules
              and Regulations. The Depositor will be responsible for calculating
              the
              significance percentage of any derivative contract with respect to
              the
              Underwritten Certificates.

          


     

     

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

     

    	(i)  	
            The
              Underwriters hereby authorize the Representative to execute on behalf
              of
              all the Underwriters, each of (a) a letter to the Depositor concerning
              registration and denomination instructions for the Underwritten
              Certificates purchased by the Underwriters, (b) the Cross Receipt relating
              to the Depositor’s receipt of the proceeds from the sale of the
              Underwritten Certificates and (c) the original issue discount pricing
              letter. 

          


     

    	(ii)  	
            Prior
              to entering into any Contract of Sale, the Underwriter shall convey
              the
              Preliminary Prospectus to each prospective investor. The Underwriter
              shall
              keep sufficient records to document its conveyance of the Preliminary
              Prospectus to each potential investor prior to the related Contract
              of
              Sale.

          


     

    	(iii)  	
            Unless
              preceded or accompanied by a prospectus satisfying the requirements
              of
              Section 10(a) of the Securities Act, the Underwriter shall not convey
              or
              deliver any written communication to any person in connection with
              the
              initial offering
              of the Certificates,
              unless such written communication (1) is made in reliance on Rule 134
              under the Securities Act, (2) constitutes a prospectus satisfying the
              requirements of Rule 430B under the Securities Act or (3) is a Free
              Writing Prospectus.

          


     

    	(iv)  	
            An
              Underwriter may convey a Preliminary Term Sheet to a potential investor
              prior to entering into a Contract of Sale with such investor; provided,
              however, that (x) such Underwriter shall not enter into a Contract
              of Sale
              with such investor unless the Underwriter has complied with paragraph
              (i)
              above prior to such Contract of Sale, (y) such Underwriter shall deliver
              a
              copy of the proposed Preliminary Term Sheet to the Depositor and its
              counsel prior to the anticipated first use and shall not convey any
              such
              Preliminary Term Sheet to which the Depositor or its counsel reasonably
              objects.

          


     

    	(v)  	
            An
              Underwriter may convey Computational Materials (x) to a potential investor
              prior to entering into a Contract of Sale with such investor; provided,
              however, that (A) such Underwriter shall not enter into a Contract
              of Sale
              with such investor unless the Underwriter has complied with paragraph
              (i)
              above prior to such Contract of Sale and (B) such Computational Materials
              shall not be disseminated in a manner reasonably designed to lead to
              their
              broad unrestricted dissemination; provided, however, that if such
              Computational Materials are disseminated in a manner reasonably designed
              to lead to its broad unrestricted dissemination, such Underwriter shall
              file with the Commission such Computational Materials, and (y) to an
              investor after a Contract of Sale, provided that the Underwriter has
              complied with paragraph (i) above in connection with such Contract
              of
              Sale. The Underwriter shall keep sufficient records of any conveyance
              of
              Computational Materials to potential or actual investors and shall
              maintain such records as required by the Rules and
              Regulations.

          


     

    	(vi)  	
            If
              an Underwriter does not furnish a Free Writing Prospectus that is required
              to be filed under the Securities Act to the Depositor’s counsel prior to
              the scheduled print date of the Prospectus Supplement, such Underwriter
              will be deemed to have represented that it did not convey any such
              Free
              Writing Prospectus to any potential
              investor.

          


     

    	(vii)  	
            Each
              Free Writing Prospectus shall contain legends substantially similar
              to the
              following:

          


     

    The
      depositor has filed a registration statement (including a prospectus) with
      the
      SEC for the offering to which this free writing prospectus relates. Before
      you
      invest, you should read the prospectus in that registration statement and other
      documents the depositor has filed with the SEC for more complete information
      about the depositor and this offering. You may get these documents for free
      by
      visiting EDGAR on the SEC Web site at www.sec.gov.
      Alternatively, the depositor, any underwriter or any dealer participating in
      the
      offering will arrange to send you the prospectus if you request it by calling
      toll-free 1-8[zz-zzz-zzzz].

     

    This
      free
      writing prospectus does not contain all information that is required to be
      included in the base prospectus and the prospectus supplement.

     

    The
      information in this free writing prospectus supersedes information contained
      in
      any prior similar free writing prospectus relating to these securities prior
      to
      the time of your commitment to purchase.

     

    The
      asset-backed securities referred to in this free writing prospectus are being
      offered when, as and if issued. In particular, you are advised that asset-backed
      securities, and the asset pools backing them, are subject to modification or
      revision (including, among other things, the possibility that one or more
      classes of securities may be split, combined or eliminated), at any time prior
      to issuance or availability of a final prospectus. As a result, you may commit
      to purchase securities that have characteristics that may change, and you are
      advised that all or a portion of the securities may not be issued that have
      the
      characteristics described in this free writing prospectus. Our obligation to
      sell securities to you is conditioned on the securities having the
      characteristics described in this free writing prospectus. If that condition
      is
      not satisfied, we will notify you, and neither the issuer nor [the] [any]
      underwriter will have any obligation to you to deliver all or any portion of
      the
      securities which you have committed to purchase, and there will be no liability
      between us as a consequence of the non-delivery.

     

    This
      free
      writing prospectus is being delivered to you solely to provide you with
      information about the offering of the asset-backed securities referred to in
      this free writing prospectus and to solicit an indication of your interest
      in
      purchasing such securities, when, as and if issued. Any such indication of
      interest will not constitute a contractual commitment by you to purchase any
      of
      the securities.

     

    	(viii)  	
            Any
              Computational Materials shall include legends, in addition to those
              specified in paragraph (vi) above, substantially similar to the
              following:

          


     

    The
      information in this free writing prospectus may be based on preliminary
      assumptions about the pool assets and the structure. Any such assumptions are
      subject to change.

     

    The
      information in this free writing prospectus may reflect parameters, metrics
      or
      scenarios specifically requested by you. If so, prior to the time of your
      commitment to purchase, you should request updated information based on any
      parameters, metrics or scenarios specifically required by you.

     

    Neither
      the depositor nor any of its affiliates prepared, provided, approved or verified
      any statistical or numerical information presented in this free writing
      prospectus, although that information may be based in part on loan level data
      provided by the depositor or its affiliates.

     

    	(ix)  	
            On
              or before the Closing Date, the Representative shall execute and deliver
              to Thacher Proffitt & Wood LLP a copy of an original issue discount
              pricing letter, provided to the Representative by Thacher Proffitt
&
              Wood LLP.

          


     

    	(x)  	
            Each
              Underwriter severally agrees to retain all Free Writing Prospectuses
              that
              it has used and that are not required to be filed pursuant to this
              Section
              5 for a period of three years following the initial bona fide offering
              of
              the Offered Certificates.

          


     

     

    (c)  The
      following terms shall have the meanings set forth below, unless the context
      clearly indicates otherwise:

     

    Computational
      Materials:
      Any
      Free Writing Prospectus prepared by the Underwriter that contains only (i)
      information specified in paragraph (5) of the definition of ABS Informational
      and Computational Materials in Item 1101(a) of Regulation AB or (ii) information
      that is not Issuer Information.

     

    Contract
      of Sale:
      The
      meaning set forth in Rule 159 under the Securities Act.

     

    Derived
      Information:
      Such
      information, if any, in any Free Writing Prospectus prepared by any Underwriter
      that is not contained in either (i) the Registration Statement, the Base
      Prospectus, the Preliminary Prospectus or the Prospectus or amendments or
      supplements thereto, taking into account information incorporated therein by
      reference or (ii) any Pool Information.

     

    Free
      Writing Prospectus:
      A
“written communication” within the meaning of Rule 405 under the Securities Act
      that describes the Certificates and/or the Mortgage Loans.

     

    Issuer
      Information:
      Such
      information as defined in Rule 433(h) under the Securities Act and
      which
      shall not include (i) information that is merely based on or derived from such
      information or (ii) any Excluded Information.

     

    Issuer
      Free Writing Prospectus:
      The
      meaning set forth in Rule 405 of the Securities Act except that (i)
      Computational Materials shall not be an Issuer Free Writing Prospectus; (ii)
      any
      Free Writing Prospectus or portion thereof prepared by or on behalf of an
      Underwriter that includes any Issuer Information that is not approved by the
      Depositor for use therein shall not be an Issuer Free Writing Prospectus and
      (iii) no Free Writing Prospectus shall be deemed to be prepared by an
      Underwriter on behalf of the Depositor if such Free Writing Prospectus is not
      delivered to the Depositor prior to first use in accordance with Section
      5(b)(vi) hereof.

     

    Preliminary
      Term Sheet:
      A Free
      Writing Prospectus that contains information described in paragraphs (1) -
      (3)
      of the definition of ABS Informational and Computational Materials in Item
      1101(a) of Regulation AB but which does not include Derived
      Information.

     

    Static
      Pool Information:
      Such
      information as described in Item 1105 of Regulation AB, whether or not such
      information is incorporated into the Registration Statement or the
      Prospectus.

     

     

    (d)  (i)
      In
      the event that any Underwriter or the Depositor becomes aware that, as of the
      time of the Contract of Sale, any Free Writing Prospectus prepared by or on
      behalf of the Underwriter and delivered to a purchaser of an Offered Certificate
      contained any untrue statement of a material fact or omitted to state a material
      fact necessary in order to make the statements contained therein, in light
      of
      the circumstances under which they were made, not misleading (such Free Writing
      Prospectus, a “Defective
      Free Writing Prospectus”),
      the
      Underwriter or the Depositor shall notify the other parties to this Agreement
      thereof within one business day after discovery.

     

    (ii)
      The
      party responsible for the information to be corrected, if requested by the
      Depositor or an Underwriter, as appropriate, shall prepare a Free Writing
      Prospectus with Corrective Information that corrects the material misstatement
      in or omission from the Defective Free Writing Prospectus (such corrected Free
      Writing Prospectus, a “Corrected
      Free Writing Prospectus”).

     

    (iii)
      The
      Underwriters shall deliver the Corrected Free Writing Prospectus to each
      purchaser of an Offered Certificate which received the Defective Free Writing
      Prospectus prior to entering into an agreement to purchase any Offered
      Certificates.

     

    (iv)
      The
      Underwriters shall notify such purchaser in a prominent fashion that the prior
      agreement to purchase Offered Certificates has been terminated, and of such
      purchaser’s rights as a result of termination of such agreement.

     

    (v)
      The
      Underwriters shall provide such purchaser with an opportunity to affirmatively
      agree to purchase such Offered Certificates on the terms described in the
      Corrected Free Writing Prospectus.

     

     

    (e)  Each
      Underwriter covenants with the Depositor that after the final Prospectus is
      available the Underwriter shall not distribute any written information
      concerning the Offered Certificates to a prospective purchaser of Offered
      Certificates unless such information is preceded or accompanied by the final
      Prospectus.

     

    SECTION
      6.  Conditions
      to the Underwriters’ Obligation.
      The
      several obligations of the Underwriters hereunder to purchase the Underwritten
      Certificates pursuant to this Agreement are subject to the following conditions
      as of the Closing Date:

     

    (a)  Each
      of
      the obligations of the Depositor required to be performed by it on or prior
      to
      the Closing Date pursuant to the terms of the Agreements shall have been duly
      performed and complied with and all of the representations and warranties of
      the
      Depositor under any of the Agreements shall be true and correct as of the
      Closing Date and no event shall have occurred which, with notice or the passage
      of time, would constitute a default under any of the Agreements, and the
      Underwriters shall have received certificates to the effect of the foregoing,
      each signed by an authorized officer of the Depositor.

     

    (b)  Prior
      to
      the Closing Date, (i) the Depositor shall have received confirmation of the
      effectiveness of the Registration Statement and (ii) no stop order suspending
      the effectiveness of the Registration Statement shall have been issued and
      no
      proceedings for that purpose shall have been instituted or, to the knowledge
      of
      the Depositor, shall be contemplated by the Commission. Any request of the
      Commission for inclusion of additional information in the Registration Statement
      or the Prospectus shall have been complied with.

     

    (c)  The
      Mortgage Loans will be acceptable to the following rating agencies (each, a
      “Rating Agency”): Fitch Ratings (“Fitch”), Standard & Poor’s Ratings
      Services, a division of The McGraw-Hill Companies Inc. (“S&P”) and Moody’s
      Investor Service, Inc. (“Moody’s”).

     

    (d)  The
      Underwriters shall have received the following additional closing documents,
      in
      form and substance satisfactory to the Underwriters and their
      counsel:

     

    	(i)  	
            the
              Agreements (other than the Subsequent Mortgage Loan Purchase Agreements)
              and all documents required thereunder, duly executed and delivered
              by each
              of the parties thereto other than the Underwriters and their
              affiliates;

          


     

    	(ii)  	
            an
              officer’s certificate of an officer of the Seller and an officer’s
              certificate of an officer of the Depositor, in each case dated as of
              the
              Closing Date and reasonably satisfactory in form and substance to the
              Underwriters and counsel for the Underwriters with resolutions of the
              applicable board of directors and a copy of the formation documents
              of the
              Seller or the Depositor, as applicable;

          


     

    	(iii)  	
            an
              opinion of in-house counsel to the Seller, reasonably satisfactory
              in form
              and substance to the Underwriters and counsel for the Underwriters,
              dated
              the Closing Date, as to various matters;

          


     

    	(iv)  	
            an
              opinion of Thacher Proffitt & Wood LLP, counsel to the Depositor,
              dated the Closing Date, reasonably satisfactory in form and substance
              to
              the Underwriters and counsel for the Underwriters, as to various
              matters;

          


     

    	(v)  	
            an
              opinion of McKee Nelson LLP, counsel to the Underwriters, dated the
              Closing Date, reasonably satisfactory in form and substance to the
              Underwriters, as to various matters;

          


     

    	(vi)  	
            such
              opinions of Thacher Proffitt & Wood LLP, counsel to the Depositor, in
              forms reasonably satisfactory to the Underwriters, their counsel and
              each
              Rating Agency, as to such additional matters not opined to in the opinion
              delivered pursuant to clause (iv) above as shall be required for the
              assignment of a rating to each Class of Underwritten Certificates by
              each
              Rating Agency (as to each, the “Required Ratings”) as set forth in the
              Prospectus Supplement;

          


     

    	(vii)  	
            a
              letter from each Rating Agency that it has assigned the applicable
              Required Ratings;

          


     

    	(viii)  	
            a
              letter, dated the Closing Date, from each of Thacher Proffitt & Wood
              LLP, counsel to the Depositor, and McKee Nelson LLP, counsel to the
              Underwriters, providing negative assurance with respect to the Preliminary
              Prospectus as of its date and as of the date hereof and with respect
              to
              the Prospectus, as of its date and as of the Closing
              Date;

          


     

    	(ix)  	
            letters
              dated on or before the date on which the Preliminary Prospectus is
              dated
              and conveyed, in form and substance acceptable to the Underwriters
              and
              their counsel and addressed to the Underwriters, prepared by Deloitte
              & Touche LLP (a) regarding certain numerical information contained or
              incorporated by reference in the Preliminary Prospectus and (b) relating
              to certain agreed upon procedures as requested by the Underwriters
              relating to the Mortgage Loans;

          


     

    	(x)  	
            letters
              dated on or before the date on which the Prospectus is dated and printed,
              in form and substance acceptable to the Underwriters and their counsel
              and
              addressed to the Underwriters, prepared by Deloitte & Touche LLP (a)
              regarding certain numerical information contained or incorporated by
              reference in the Prospectus and (b) relating to certain agreed upon
              procedures as requested by the Underwriters relating to the Mortgage
              Loans;

          


     

    	(xi)  	
            an
              opinion of counsel to the Trustee, dated the Closing Date, in form
              and
              substance reasonably satisfactory to the Underwriters, their counsel
              and
              each Rating Agency; and

          


     

    	(xii)  	
            an
              officer’s certificate of an officer of the Trustee, dated as of the
              Closing Date, reasonably satisfactory in form and substance to the
              Underwriters and their counsel.

          


     

    (e)  All
      proceedings in connection with the transactions contemplated by this Agreement
      and all documents incident hereto shall be reasonably satisfactory in form
      and
      substance to the Underwriters and their counsel.

     

    (f)  The
      Seller and the Depositor shall have furnished the Underwriters with such other
      certificates of its officers or others and such other documents or opinions
      as
      the Underwriters or their counsel may reasonably request.

     

    (g)  Subsequent
      to the execution and delivery of this Agreement none of the following shall
      have
      occurred: (i) trading in securities generally on the New York Stock Exchange,
      the American Stock Exchange or the over-the-counter market shall have been
      suspended or minimum prices shall have been established on either of such
      exchanges or such market by the Commission, by such exchange or by any other
      regulatory body or governmental authority having jurisdiction; (ii) a banking
      moratorium shall have been declared by Federal or New York State authorities;
      (iii) the United States shall have become engaged in material hostilities,
      there
      shall have been an escalation of such hostilities involving the United States
      or
      there shall have been a declaration of war by the United States; (iv) a material
      disruption in settlement or clearing operations shall occur; or (v) there shall
      have occurred such a material adverse change in general economic, political
      or
      financial conditions (or the effect of international conditions on the financial
      markets of the United States shall be such) which is material and adverse,
      and
      in the case of any of the events specified in clauses (i) through (v), either
      individually or together with any other such event specified in clauses (i)
      through (v) makes it in the judgment of the Underwriters, impractical to market
      the Underwritten Certificates.

     

    (h)  There
      shall not have occurred any development that has caused a material adverse
      change in the financial condition or business operations of the Seller or the
      Depositor which adverse change makes it impractical to market the Underwritten
      Certificates.

     

    (i)  The
      Interest Rate Swap Agreement and the Swap Administration Agreement shall have
      been executed and delivered.

     

    (j)  The
      Depositor will comply with Regulation AB in all respects as it relates to the
      Depositor.

     

    (k)  The
      Depositor shall have delivered to the Underwriters (i) a letter from the
      Depositor’s registered accountants dated as of a date not more than 135 days
      prior to the date of first use of the Prospectus Supplement, relating to certain
      agreed upon procedures as requested by the Depositor with respect to the Static
      Pool Information included in or incorporated by reference into the Prospectus
      Supplement for securitized assets issued on or after January 1, 2006 and (ii)
      a
      letter from the Depositor’s registered accountants dated as of the date of the
      Prospectus Supplement, addressed to the Underwriters and providing for reliance
      on the letter described in (i) of this clause (k).

     

    (l)  If
      any
      condition specified in this Section 6 shall have not been fulfilled when and
      as
      required to be fulfilled, this Agreement may be terminated by the Underwriters
      by notice to the Depositor at any time at or prior to the Closing Date, and
      such
      termination shall be without liability of any party to any other party except
      as
      provided in Sections 7, 8 and 19.

     

    SECTION
      7.  Payment
      of Expenses.
      The
      Depositor agrees to pay:

     

    	(i)  	
            the
              costs incident to the authorization, issuance, sale and delivery of
              the
              Certificates and any taxes payable in connection therewith; (ii) the
              costs
              incident to the preparation, printing and filing under the Securities
              Act
              of the Registration Statement and any amendments and exhibits thereto
              and
              any Issuer Free Writing Prospectus; (iii) the costs of distributing
              the
              Registration Statement as originally filed and each amendment thereto
              and
              any post-effective amendments thereof (including, in each case, exhibits),
              the Preliminary Prospectus, the Prospectus and any amendment or supplement
              to the Prospectus or any document incorporated by reference therein
              and
              any Issuer Free Writing Prospectus, all as provided in this Agreement;
              (iv) the costs of reproducing and distributing this Agreement; (v)
              any
              fees charged by securities rating services for rating the Underwritten
              Certificates; (vi) the cost of accountants’ comfort letters relating to
              the Preliminary Prospectus and the Prospectus (except as otherwise
              agreed
              in a separate letter agreement between the Seller and the Underwriters);
              (vii) all other costs and expenses incidental to the performance of
              the
              obligations of the Depositor and the Seller (including costs and expenses
              of counsel to the Depositor and the Seller) and (viii) to the extent
              set
              forth in the second succeeding paragraph, the costs and expenses of
              the
              Underwriters.

          


     

    The
      Underwriters shall be solely responsible for any due diligence expenses incurred
      by them, any transfer taxes on the Underwritten Certificates which they may
      sell, the expenses of advertising any offering of the Underwritten Certificates
      made by the Underwriters, the cost of any accountants’ comfort letters relating
      to any Computational Materials and the costs and expenses of counsel to the
      Underwriters.

     

    If
      this
      Agreement is terminated because of a breach of the Depositor of any covenant
      or
      agreement hereunder (other than the failure of the closing condition set forth
      in Section 6(h) to be met), the Depositor shall cause the Underwriters to be
      reimbursed for all reasonable out-of-pocket expenses, including fees and
      disbursements of McKee Nelson LLP, counsel for the Underwriters.

     

    SECTION
      8.  Indemnification
      and Contribution.

     

    (a)  The
      Depositor indemnifies and holds harmless each Underwriter, each Underwriter’s
      respective officers and directors and each person, if any, who controls any
      Underwriter within the meaning of Section 15 of the Securities Act or Section
      20
      of the Exchange Act, as follows:

     

    	(i)  	
            against
              any and all losses, claims, expenses, damages or liabilities, joint
              or
              several, to which such Underwriter, its officers, directors or such
              controlling person may become subject under the Securities Act or
              otherwise, insofar as such losses, claims, damages or liabilities (or
              actions in respect thereof including, but not limited to, any loss,
              claim,
              expense, damage or liability related to purchases and sales of the
              Underwritten Certificates) arise out of or are based upon any untrue
              statement or alleged untrue statement of any material fact contained
              in
              the Registration Statement, the Preliminary Prospectus, the Prospectus,
              any Issuer Free Writing Prospectus, any amendment or supplement to
              any of
              the foregoing or the Static Pool Information, or arise out of, or are
              based upon, the omission or alleged omission to state therein a material
              fact required to be stated therein or necessary to make the statements
              made therein not misleading; and will reimburse each Underwriter and
              each
              such controlling person for any legal or other expenses reasonably
              incurred by such Underwriter or such controlling person in connection
              with
              investigating or defending any such loss, claim, damage, liability
              or
              action as such expenses are incurred; provided, however, that the
              Depositor will not be liable in any such case to the extent that any
              such
              loss, claim, damage or liability arises out of or is based upon an
              untrue
              statement or omission, or alleged untrue statement or omission, made
              in
              any of such documents: (x) under the defined term “Modeling Assumptions”
              under the caption “Yield on the Certificates—Weighted Average Lives,” the
              table entitled “—Assumed Mortgage Loan Characteristics” and the tables
              entitled “—Percent of Original Certificate Principal Balance Outstanding”
              (collectively, the “Excluded Information”); (y) in reliance upon and in
              conformity with any Underwriters’ Information; or (z) in any Derived
              Information, except in the case of clause (x) or (z) to the extent
              that
              any untrue statement or alleged untrue statement or omission therein
              results (or is alleged to have resulted) from an error or material
              omission in the information either in the Preliminary Prospectus or
              the
              Prospectus for which the Depositor is responsible or concerning the
              characteristics of the Mortgage Loans furnished by the Seller to the
              Underwriters for use in the preparation of any Excluded Information
              or any
              Free Writing Prospectus; provided, however, that no indemnity shall
              be
              provided by either the Depositor or the Seller for any error that was
              superseded or corrected by delivery to the Underwriters of corrected
              written or electronic information prior to the first Contract of Sale
              or
              for which the Seller or the Depositor provided written notice of such
              error to the Underwriters prior to the first Contract of Sale and the
              Underwriters failed to correct such
              error;

          


     

    	(ii)  	
            against
              any and all loss, liability, claim, damage and expense whatsoever,
              to the
              extent of the aggregate amount paid in settlement of any litigation,
              or
              investigation or proceeding by any governmental agency or body, commenced
              or threatened, or of any claim whatsoever based upon any such untrue
              statement or omission, or any such alleged untrue statement or omission,
              if such settlement is effected with the written consent of the Depositor;
              and

          


     

    	(iii)  	
            against
              any and all expense whatsoever (including the fees and disbursements
              of
              counsel chosen by any such Underwriter), reasonably incurred in
              investigating, preparing or defending against any litigation, or
              investigation or proceeding by any governmental agency or body, commenced
              or threatened, or any claim whatsoever based upon any such untrue
              statement or omission, or any such alleged untrue statement or omission,
              to the extent that any such expense is not paid under clause (i) or
              clause
              (ii) above.

          


     

    This
      indemnity agreement will be in addition to any liability which the Depositor
      may
      otherwise have.

     

    (b)  Each
      Underwriter, severally and not jointly, agrees to indemnify and hold harmless
      each of the Depositor, each of its directors, each of its officers and each
      person, if any, who controls the Depositor within the meaning of Section 15
      of
      the Securities Act or Section 20 of the Exchange Act, against any and all
      losses, claims, expenses, damages or liabilities to which the Depositor or
      any
      such director, officer or controlling person may become subject, under the
      Securities Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      untrue statement or alleged untrue statement of any material fact contained
      in
      (i) Derived Information and (ii) the Registration Statement, the Preliminary
      Prospectus, the Prospectus, or any amendment or supplement thereto, or arise
      out
      of, or are based upon, the omission or the alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      made therein not misleading, but with respect to clause (b)(ii) above, only
      to
      the extent that such untrue statement or alleged untrue statement or omission
      or
      alleged omission was made in reliance upon and in conformity with the
      Underwriters’ Information of such Underwriter; and will reimburse any legal or
      other expenses reasonably incurred by the Depositor or any such director,
      officer or controlling person in connection with investigating or defending
      any
      such loss, claim, damage, liability or action. This indemnity agreement will
      be
      in addition to any liability which such Underwriter may otherwise
      have.

     

    (c)  Promptly
      after receipt by an indemnified party under this Section 8 of notice of the
      commencement of any action described therein, such indemnified party will,
      if a
      claim in respect thereof is to be made against the indemnifying party under
      this
      Section 8, notify the indemnifying party of the commencement thereof; but the
      omission to so notify the indemnifying party will not relieve the indemnifying
      party from any liability that it may have to any indemnified party otherwise
      than under this Section 8; provided, however, that the failure to notify the
      indemnifying party under this Section 8(c) shall not eliminate the contribution
      requirement of the indemnifying party under Section 8(d) unless the failure
      to
      notify under this Section 8(c) is materially adverse to the indemnifying party.
      In case any such action is brought against any indemnified party, and it
      notifies the indemnifying party of the commencement thereof, the indemnifying
      party will be entitled to participate therein, and, to the extent that it may
      wish to do so, jointly with any other indemnifying party similarly notified, to
      assume the defense thereof, with counsel satisfactory to such indemnified party
      (who shall not, except with the consent of the indemnified party, be counsel
      to
      the indemnifying party), and, after notice from the indemnifying party to such
      indemnified party under this Section 8, such indemnifying party shall not be
      liable for any legal or other expenses subsequently incurred by such indemnified
      party in connection with the defense thereof other than reasonable costs of
      investigation.

     

    Any
      indemnified party shall have the right to employ separate counsel in any such
      action and to participate in the defense thereof, but the fees and expenses
      of
      such counsel shall be at the expense of such indemnified party unless: (i)
      the
      employment thereof has been specifically authorized by the indemnifying party
      in
      writing; (ii) such indemnified party shall have been advised by such counsel
      that there may be one or more legal defenses available to it which are different
      from or additional to those available to the indemnifying party and in the
      reasonable judgment of such counsel it is advisable for such indemnified party
      to employ separate counsel; (iii) a conflict or potential conflict exists (based
      on advice of counsel to the indemnified party) between the indemnified party
      and
      the indemnifying party (in which case the indemnifying party will not have
      the
      right to direct the defense of such action on behalf of the indemnified party);
      or (iv) the indemnifying party has failed to assume the defense of such action
      and employ counsel reasonably satisfactory to the indemnified party, in which
      case, if such indemnified party notifies the indemnifying party in writing
      that
      it elects to employ separate counsel at the expense of the indemnifying party,
      the indemnifying party shall not have the right to assume the defense of such
      action on behalf of such indemnified party, it being understood, however, the
      indemnifying party shall not, in connection with any one such action or separate
      but substantially similar or related actions in the same jurisdiction arising
      out of the same general allegations or circumstances, be liable for the
      reasonable fees and expenses of more than one separate firm of attorneys (in
      addition to local counsel) at any time for all such indemnified parties, which
      firm shall be designated in writing by the related Underwriter, if the
      indemnified parties under this Section 8 consist of one Underwriter or any
      of
      its controlling persons, by the Representative, if the indemnified parties
      under
      this Section 8 consist of more than one Underwriter or their controlling
      persons, or by the Depositor, if the indemnified parties under this Section
      8
      consist of the Depositor or any of the Depositor’s directors, officers or
      controlling persons.

     

    Each
      indemnified party, as a condition of the indemnity agreements contained in
      Section 8(a) and Section 8(b), shall use its good faith efforts to cooperate
      with the indemnifying party in the defense of any such action or claim. No
      indemnifying party shall be liable for any settlement of any such action
      effected without its written consent (which consent shall not be unreasonably
      withheld), but if settled with its written consent or if there be a final
      judgment for the plaintiff in any such action, the indemnifying party agrees
      to
      indemnify and hold harmless any indemnified party from and against any loss
      or
      liability (to the extent set forth in Section 8(a) or Section 8(b) as
      applicable) by reason of such settlement or judgment.

     

    Notwithstanding
      the foregoing paragraph, if at any time an indemnified party shall have
      requested an indemnifying party to reimburse the indemnified party for fees
      and
      expenses of counsel, the indemnifying party agrees that it shall be liable
      for
      any settlement of any proceeding effected without its written consent if (i)
      such settlement is entered into more than 30 days after receipt by such
      indemnifying party of the aforesaid request and (ii) such indemnifying party
      shall not have reimbursed the indemnified party in accordance with such request
      prior to the date of such settlement.

     

     

    (d)  If
      the
      indemnification provided for in Section 8(a) or 8(b) is unavailable or
      insufficient to hold harmless an indemnified party under subsection (a) or
      (b)
      above, then each indemnifying party shall contribute to the amount paid or
      payable by such indemnified party as a result of the losses, claims, damages
      or
      liabilities referred to in subsection (a) or (b) above (i) in such proportion
      as
      is appropriate to reflect the relative benefits received by the Depositor on
      the
      one hand and the Underwriters on the other from the offering of the Underwritten
      Certificates or (ii) if the allocation provided by clause (i) above is not
      permitted by applicable law, in such proportion as is appropriate to reflect
      not
      only the relative benefits referred to in clause (i) above but also the relative
      fault of the Depositor on the one hand and the Underwriters on the other in
      connection with the statements or omissions which resulted in such losses,
      claims, damages or liabilities as well as any other relevant equitable
      considerations. The relative benefits received by the Depositor on the one
      hand
      and the Underwriters on the other shall be deemed to be in the same proportion
      as the total net proceeds from the offering (before deducting expenses) received
      by the Depositor bear to the total underwriting discounts and commissions
      received by the Underwriters. The relative fault shall be determined by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by the Depositor or by the Underwriters and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such untrue statement or omission. The amount paid by an
      indemnified party as a result of the losses, claims, damages or liabilities
      referred to above in the first sentence of this subsection (d) shall be deemed
      to include any legal or other expenses reasonably incurred by such indemnified
      party in connection with investigating or defending any action or claim which
      is
      the subject of this subsection (d). Notwithstanding the provisions of this
      subsection (d), no Underwriter shall be required to contribute any amount in
      excess of underwriting discounts and commissions received by such Underwriter.
      No person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any person
      who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this subsection (d) to contribute are several in proportion
      to
      their respective underwriting obligations and not joint.

     

    SECTION
      9.  Representations,
      Warranties and Agreements to Survive Delivery.
      All
      representations, warranties and agreements contained in this Agreement or
      contained in certificates of officers of the Depositor or the Seller submitted
      pursuant hereto shall remain operative and in full force and effect, regardless
      of any investigation made by or on behalf of the Underwriters or controlling
      persons thereof, or by or on behalf of the Depositor or the Seller, and shall
      survive delivery of any Underwritten Certificates to the
      Underwriters.

     

    SECTION
      10.  Default
      by One or More of the Underwriters.
      If one
      or more of the Underwriters participating in the public offering of the
      Underwritten Certificates shall fail at the Closing Date to purchase the
      Underwritten Certificates which it is (or they are) obligated to purchase
      hereunder (the “Defaulted Certificates”), then the non-defaulting Underwriters
      shall have the right, within 24 hours thereafter, to make arrangements for
      one
      or more of the non-defaulting Underwriters, or any other underwriters, to
      purchase all, but not less than all, of the Defaulted Certificates in such
      amounts as may be agreed upon and upon the terms herein set forth. If, however,
      the Underwriters have not completed such arrangements within such 24-hour
      period, then

     

    (a)  if
      the
      aggregate principal amount of Defaulted Certificates does not exceed 10% of
      the
      aggregate principal amount of the Underwritten Certificates to be purchased
      pursuant to this Agreement, the non-defaulting Underwriters named in this
      Agreement shall be obligated to purchase the full amount thereof in the
      proportions that their respective underwriting obligations hereunder bear to
      the
      underwriting obligations of all such non-defaulting Underwriters,
      or

     

    (b)  if
      the
      aggregate principal amount of Defaulted Certificates exceeds 10% of the
      aggregate principal amount of the Underwritten Certificates to be purchased
      pursuant to this Agreement, this Agreement shall terminate, without any
      liability on the part of any non-defaulting Underwriter.

     

    No
      action
      taken pursuant to this Section 10 shall relieve any defaulting Underwriter
      from
      the liability with respect to any default of such Underwriter under this
      Agreement.

     

    In
      the
      event of a default by any Underwriter as set forth in this Section 10, each
      of
      the Underwriters and the Depositor shall have the right to postpone the Closing
      Date for a period not exceeding five Business Days in order that any required
      changes in the Registration Statement or Prospectus or in any other documents
      or
      arrangements may be effected.

     

    SECTION
      11.  Termination
      of Agreement.
      The
      Underwriters may terminate this Agreement immediately upon notice to the
      Depositor, at any time at or prior to the Closing Date if the events set forth
      in Section 6(h) of this Agreement shall occur and be continuing, or if any
      other
      closing condition set forth in Section 6 shall not have been fulfilled when
      required to be fulfilled. In the event of any such termination, the provisions
      of Section 7, Section 8, Section 9, Section 14, Section 16 and Section 19 shall
      remain in effect.

     

    SECTION
      12.  Notices.
      All
      statements, requests, notices and agreements hereunder shall be in writing,
      and:


     

    (a)  
      if to
      the Underwriters, shall be delivered or sent to the Representative at Merrill
      Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New
      York NY 10080, Attention: Legal; if to Greenwich
      Capital Markets, Inc.,
      Greenwich Capital Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut
      06830, Attention: Legal;

     

    (b)  if
      to the
      Depositor, shall be delivered or sent by mail, telex or facsimile transmission
      to care of Argent Securities Inc., 1100 Town & Country Road, Suite 1100,
      Orange, California 92868, Facsimile (714) 564-9639, Attention: General Counsel;
      and

     

    (c)  if
      to the
      Seller, shall be delivered or sent by mail, telex or facsimile transmission
      to
      care of Ameriquest Mortgage Company, 1100 Town & Country Road, Suite 1100,
      Orange, California 92868, Facsimile (714) 564-9639, Attention: General
      Counsel.

     

    SECTION
      13.  Persons
      Entitled to the Benefit of this Agreement.
      This
      Agreement shall inure to the benefit of and be binding upon the Underwriters,
      the Seller and the Depositor, and their respective successors. This Agreement
      and the terms and provisions hereof are for the sole benefit of only those
      persons, except that the representations, warranties, indemnities and agreements
      contained in this Agreement shall also be deemed to be for the benefit of the
      person or persons, if any, who control any of the Underwriters within the
      meaning of Section 15 of the Securities Act, and for the benefit of each
      Underwriter’s respective officers and directors and for the benefit of directors
      of the Depositor, officers of the Depositor who have signed the Registration
      Statement and any person controlling the Depositor within the meaning of Section
      15 of the Securities Act. Nothing in this Agreement is intended or shall be
      construed to give any person, other than the persons referred to in this Section
      13, any legal or equitable right, remedy or claim under or in respect of this
      Agreement or any provision contained herein.

     

    SECTION
      14.  Survival.
      The
      respective indemnities, representations, warranties and agreements of the
      Depositor, the Seller and the Underwriters contained in this Agreement, or
      made
      by or on behalf of them, respectively, pursuant to this Agreement, shall survive
      the delivery of and payment for the Underwritten Certificates and shall remain
      in full force and effect, regardless of any investigation made by or on behalf
      of any of them or any person controlling any of them.

     

    SECTION
      15.  Definition
      of the Term “Business Day”.
      For
      purposes of this Agreement, “Business Day” means any day on which the New York
      Stock Exchange is open for trading.

     

    SECTION
      16.  Governing
      Law; Submission to Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to principles of conflicts of law other than
      Section 5-1401 of the New York General Obligations Law which shall
      govern.

     

    The
      parties hereto hereby submit to the non-exclusive jurisdiction of the United
      States District Court for the Southern District of New York and any court in
      the
      State of New York located in the City and County of New York, and appellate
      court from any thereof, in any action, suit or proceeding brought against it
      or
      in connection with this Agreement or any of the related documents or the
      transactions contemplated hereunder or for recognition or enforcement of any
      judgment, and the parties hereto hereby agree that all claims in respect of
      any
      such action or proceeding may be heard or determined in New York State court
      or,
      to the extent permitted by law, in such federal court. The parties hereto hereby
      irrevocably waive, to the fullest extent permitted by law, any and all rights
      to
      trial by jury in any legal proceeding arising out of or relating to this
      Agreement or the transactions contemplated hereby.

     

    SECTION
      17.  Counterparts.
      This
      Agreement may be executed in counterparts and, if executed in more than one
      counterpart, the executed counterparts shall each be deemed to be an original
      but all such counterparts shall together constitute one and the same
      instrument.

     

    SECTION
      18.  Headings.
      The
      headings herein are inserted for convenience of reference only and are not
      intended to be part of, or to affect the meaning or interpretation of, this
      Agreement.

     

    SECTION
      19.  Obligations
      of the Seller.
      The
      Seller agrees with the Underwriters, for the sole and exclusive benefit of
      each
      such Underwriter, each such Underwriter’s officers and directors and each person
      controlling such Underwriter within the meaning of the Securities Act, and
      not
      for the benefit of any assignee thereof or any other person or persons dealing
      with such Underwriter as follows: in consideration of and as an inducement
      to
      their agreement to purchase the Underwritten Certificates from the Depositor,
      to
      indemnify and hold harmless each Underwriter against any failure by the
      Depositor to perform its obligations to the Underwriters hereunder, including,
      without limitation, any failure by the Depositor to honor any obligation to
      any
      Underwriter pursuant to Sections 8 and 14 (with respect to the survival of
      indemnities) hereof. In the case of any claim against the Seller by any
      Underwriter, any officer or director of any Underwriter or any person
      controlling any Underwriter, it shall not be necessary for such claimant to
      first pursue any remedy from or exhaust any proceedings against the
      Depositor.

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    If
      the
      foregoing correctly sets forth the agreement among the Depositor, the Seller
      and
      the Underwriters, please indicate your acceptance in the space provided for
      the
      purpose below.

     

    Very
      truly yours,

     

    ARGENT
      SECURITIES INC.

     

    By: /s/
      John P. Grazer   

    Name: 
      John P.
      Grazer

    Title: 
      CFO

     

    AMERIQUEST
      MORTGAGE COMPANY

     

    By: /s/
      John P. Grazer   

    Name: 
      John P.
      Grazer

    Title: 
      EVP

     

    CONFIRMED
      AND ACCEPTED, as of the date first above written:

     

    MERRILL
      LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
      as
      Representative of
      the
      several Underwriters 

    


    By: /s/
      Alan Chan    

    Name: 
      Alan
      Chan

    Title: 
      Authorized Signatory

     

    GREENWICH
      CAPITAL MARKETS, INC.,
      as an
      Underwriter 

     

    By: /s/
      Adam Smith   

    Name: 
      Adam
      Smith

    Title: 
      SVP

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      A

     

    
      	
              Underwriters

            	
              Principal
                Amount 

            	
              Proceeds
                to the Depositor

            
	
              Merrill
                Lynch, Pierce, Fenner & Smith Incorporated

            	 	 
	
              Class
                A-1

            	
              $420,571,500.00

            	
              99.8800%

            
	
              Class
                A-2A

            	
              $130,732,200.00

            	
              99.8500%

            
	
              Class
                A-2B

            	
              $
                62,704,200.00

            	
              99.8500%

            
	
              Class
                A-2C

            	
              $
                80,720,100.00

            	
              99.8500%

            
	
              Class
                A-2D

            	
              $
                29,772,000.00

            	
              99.8500%

            
	
              Class
                M-1

            	
              $
                31,500,000.00

            	
              99.8500%

            
	
              Class
                M-2

            	
              $
                27,900,000.00

            	
              99.8500%

            
	
              Class
                M-3

            	
              $
                16,650,000.00

            	
              99.8500%

            
	
              Class
                M-4

            	
              $
                15,300,000.00

            	
              99.8500%

            
	
              Class
                M-5

            	
              $
                14,400,000.00

            	
              99.8500%

            
	
              Class
                M-6

            	
              $
                13,500,000.00

            	
              99.8500%

            
	
              Class
                M-7

            	
              $
                12,150,000.00

            	
              99.8500%

            
	
              Class
                M-8

            	
              $ 
                 9,900,000.00

            	
              99.8500%

            
	
              Class
                M-9

            	
              $  
                6,750,000.00

            	
              99.8500%

            
	
              Class
                M-10

            	
              $  
                9,000,000.00

            	
              84.2439%

            
	
              Credit
                Suisse Securities (USA) LLC

            	 	 
	
              Class
                A-1

            	
              $420,571,500.00

            	
              99.8800%

            
	
              Class
                A-2A

            	
              $130,732,200.00

            	
              99.8500%

            
	
              Class
                A-2B

            	
              $
                62,704,200.00

            	
              99.8500%

            
	
              Class
                A-2C

            	
              $
                80,720,100.00

            	
              99.8500%

            
	
              Class
                A-2D

            	
              $
                29,772,000.00

            	
              99.8500%

            
	
              Class
                M-1

            	
              $
                31,500,000.00

            	
              99.8500%

            
	
              Class
                M-2

            	
              $
                27,900,000.00

            	
              99.8500%

            
	
              Class
                M-3

            	
              $
                16,650,000.00

            	
              99.8500%

            
	
              Class
                M-4

            	
              $
                15,300,000.00

            	
              99.8500%

            
	
              Class
                M-5

            	
              $
                14,400,000.00

            	
              99.8500%

            
	
              Class
                M-6

            	
              $
                13,500,000.00

            	
              99.8500%

            
	
              Class
                M-7

            	
              $
                12,150,000.00

            	
              99.8500%

            
	
              Class
                M-8

            	
              $ 
                 9,900,000.00

            	
              99.8500%

            
	
              Class
                M-9

            	
              $ 
                 6,750,000.00

            	
              99.8500%

            
	
              Class
                M-10

            	
              $ 
                 9,000,000.00

            	 
	
              Deutsche
                Bank Securities Inc.

            	 	 
	
              Class
                A-1

            	
              $420,571,500.00

            	
              99.8800%

            
	
              Class
                A-2A

            	
              $130,732,200.00

            	
              99.8500%

            
	
              Class
                A-2B

            	
              $
                 62,704,200.00

            	
              99.8500%

            
	
              Class
                A-2C

            	
              $  80,720,100.00

            	
              99.8500%

            
	
              Class
                A-2D

            	
              $ 
                29,772,000.00

            	
              99.8500%

            
	
              Class
                M-1

            	
              $ 
                31,500,000.00

            	
              99.8500%

            
	
              Class
                M-2

            	
              $
                 27,900,000.00

            	
              99.8500%

            
	
              Class
                M-3

            	
              $
                 16,650,000.00

            	
              99.8500%

            
	
              Class
                M-4

            	
              $
                 15,300,000.00

            	
              99.8500%

            
	
              Class
                M-5

            	
              $
                 14,400,000.00

            	
              99.8500%

            
	
              Class
                M-6

            	
              $ 
                13,500,000.00

            	
              99.8500%

            
	
              Class
                M-7

            	
              $
                 12,150,000.00

            	
              99.8500%

            
	
              Class
                M-8

            	
              $   
                9,900,000.00

            	
              99.8500%

            
	
              Class
                M-9

            	
              $  
                 6,750,000.00

            	
              99.8500%

            
	
              Class
                M-10

            	
              $  
                 9,000,000.00

            	 
	
              Lehman
                Brothers Inc.

            	 	 
	
              Class
                A-1

            	
              $
                 70,095,250.00

            	
              99.8800%

            
	
              Class
                A-2A

            	
              $ 
                21,788,700.00

            	
              99.8500%

            
	
              Class
                A-2B

            	
              $
                 10,450,700.00

            	
              99.8500%

            
	
              Class
                A-2C

            	
              $ 
                13,453,350.00

            	
              99.8500%

            
	
              Class
                A-2D

            	
              $   
                4,962,000.00

            	
              99.8500%

            
	
              Class
                M-1

            	
              $  
                 5,250,000.00

            	
              99.8500%

            
	
              Class
                M-2

            	
              $  
                 4,650,000.00

            	
              99.8500%

            
	
              Class
                M-3

            	
              $   
                2,775,000.00

            	
              99.8500%

            
	
              Class
                M-4

            	
              $  
                 2,550,000.00

            	
              99.8500%

            
	
              Class
                M-5

            	
              $  
                 2,400,000.00

            	
              99.8500%

            
	
              Class
                M-6

            	
              $   
                2,250,000.00

            	
              99.8500%

            
	
              Class
                M-7

            	
              $  
                 2,025,000.00

            	
              99.8500%

            
	
              Class
                M-8

            	
              $  
                 1,650,000.00

            	
              99.8500%

            
	
              Class
                M-9

            	
              $  
                 1,125,000.00

            	
              99.8500%

            
	
              Class
                M-10

            	
              $   
                1,500,000.00

            	 
	
              Greenwich
                Capital Markets, Inc.

            	 	 
	
              Class
                A-1

            	
              $
                70,095,250.00

            	
              99.8800%

            
	
              Class
                A-2A

            	
              $
                21,788,700.00

            	
              99.8500%

            
	
              Class
                A-2B

            	
              $
                10,450,700.00

            	
              99.8500%

            
	
              Class
                A-2C

            	
              $
                13,453,350.00

            	
              99.8500%

            
	
              Class
                A-2D

            	
              $  
                4,962,000.00

            	
              99.8500%

            
	
              Class
                M-1

            	
              $  
                5,250,000.00

            	
              99.8500%

            
	
              Class
                M-2

            	
              $ 
                 4,650,000.00

            	
              99.8500%

            
	
              Class
                M-3

            	
              $ 
                 2,775,000.00

            	
              99.8500%

            
	
              Class
                M-4

            	
              $ 
                 2,550,000.00

            	
              99.8500%

            
	
              Class
                M-5

            	
              $  
                2,400,000.00

            	
              99.8500%

            
	
              Class
                M-6

            	
              $ 
                 2,250,000.00

            	
              99.8500%

            
	
              Class
                M-7

            	
              $  
                2,025,000.00

            	
              99.8500%

            
	
              Class
                M-8

            	
              $  
                1,650,000.00

            	
              99.8500%

            
	
              Class
                M-9

            	
              $ 
                 1,125,000.00

            	
              99.8500%

            
	
              Class
                M-10

            	
              $ 
                 1,500,000.00

            	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A

     

    Underwriters’
      Information

     

    
      	
              Underwriters

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class A-1

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class A-2A

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class A-2B

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class A-2C

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class A-2D

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-1

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-2

              Certificates
                ($)

            
	
              Merrill
                Lynch, Pierce, Fenner & Smith Incorporated

            	
              $
                420,571,500

            	
              $
                130,732,200

            	
              $
                62,704,200

            	
              $
                80,720,100

            	
              $
                29,772,000

            	
              $
                31,500,000

            	
              $
                27,900,000

            
	
              Credit
                Suisse Securities (USA) LLC

            	
              $
                420,571,500

            	
              $
                130,732,200

            	
              $
                62,704,200

            	
              $
                80,720,100

            	
              $
                29,772,000

            	
              $
                31,500,000

            	
              $
                27,900,000

            
	
              Deutsche
                Bank Securities Inc.

            	
              $
                420,571,500

            	
              $
                130,732,200

            	
              $
                62,704,200

            	
              $
                80,720,100

            	
              $
                29,772,000

            	
              $
                31,500,000

            	
              $
                27,900,000

            
	
              Lehman
                Brothers Inc.

            	
              $ 
                 70,095,250

            	
              $ 
                 21,788,700

            	
              $
                10,450,700

            	
              $
                13,453,350

            	
              $ 
                 4,962,000

            	
              $ 
                 5,250,000

            	
              $  
                4,650,000

            
	
              Greenwich
                Capital Markets, Inc.

            	
              $ 
                 70,095,250

            	
              $  
                21,788,700

            	
              $
                10,450,700

            	
              $
                13,453,350

            	
              $ 
                 4,962,000

            	
              $ 
                 5,250,000

            	
              $  
                4,650,000

            


    

    


    


    
      	
              Underwriters

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-3

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-4

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-5

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-6

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-7

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-8

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-9

              Certificates
                ($)

            	
              Original

              Certificate

              Principal

              Balance
                of

              the
                Class M-10

              Certificates
                ($)

            
	
              Merrill
                Lynch, Pierce, Fenner & Smith Incorporated

            	
              $
                16,650,000

            	
              $
                15,300,000

            	
              $
                14,400,000

            	
              $
                13,500,000

            	
              $
                12,150,000

            	
              $
                9,900,000

            	
              $
                6,750,000

            	
              $
                9,000,000

            
	
              Credit
                Suisse Securities (USA) LLC

            	
              $
                16,650,000

            	
              $
                15,300,000

            	
              $
                14,400,000

            	
              $
                13,500,000

            	
              $
                12,150,000

            	
              $
                9,900,000

            	
              $
                6,750,000

            	
              $
                9,000,000

            
	
              Deutsche
                Bank Securities Inc.

            	
              $
                16,650,000

            	
              $
                15,300,000

            	
              $
                14,400,000

            	
              $
                13,500,000

            	
              $
                12,150,000

            	
              $
                9,900,000

            	
              $
                6,750,000

            	
              $
                9,000,000

            
	
              Lehman
                Brothers Inc.

            	
              $ 
                 2,775,000

            	
              $ 
                 2,550,000

            	
              $ 
                 2,400,000

            	
              $ 
                 2,250,000

            	
              $ 
                 2,025,000

            	
              $
                1,650,000

            	
              $
                1,125,000

            	
              $
                1,500,000

            
	
              Greenwich
                Capital Markets, Inc.

            	
              $ 
                 2,775,000

            	
              $ 
                 2,550,000

            	
              $ 
                 2,400,000

            	
              $ 
                 2,250,000

            	
              $  
                2,025,000

            	
              $
                1,650,000

            	
              $
                1,125,000

            	
              $
                1,500,000

            


    

     

    The
      Depositor has been advised by the Underwriters that they propose initially
      to
      offer the Offered Certificates of each class to the public at the offering
      price
      set forth on the cover page and to certain dealers at such price less a selling
      concession, not in excess of the percentage set forth in the table below of
      the
      Certificate Principal Balance of the related class of Offered Certificates.
      The
      Underwriters may allow and such dealers may reallow a reallowance discount,
      not
      in excess of the percentage set forth in the table below of the Certificate
      Principal Balance of the related class of Offered Certificates, to certain
      other
      dealers. After the initial public offering, the public offering prices, such
      concessions and such discounts may be changed.

     

    
      	
              Class
                of Certificates

            	
              Selling
                Concession

            	
              Reallowance
                Discount

            
	
              Class
                A-1

            	
              0.0720%

            	
              0.0360%

            
	
              Class
                A-2A

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                A-2B

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                A-2C

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                A-2D

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-1

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-2

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-3

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-4

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-5

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-6

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-7

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-8

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-9

            	
              0.0900%

            	
              0.0450%

            
	
              Class
                M-10

            	
              0.0900%

            	
              0.0450%

            


    

    


    Until
      the
      distribution of the Offered Certificates is completed, rules of the Securities
      and Exchange Commission may limit the ability of the Underwriters and certain
      selling group members to bid for and purchase the Offered Certificates. As
      an
      exception to these rules, the Underwriters are permitted to engage in certain
      transactions that stabilize the price of the Offered Certificates. Such
      transactions consist of bids or purchases for the purpose of pegging, fixing
      or
      maintaining the price of the Offered Certificates.

     

    In
      general, purchases of a security for the purpose of stabilization or to reduce
      a
      short position could cause the price of the security to be higher than it might
      be in the absence of such purchases.

     

    Neither
      the Depositor nor any of the Underwriters makes any representation or prediction
      as to the direction or magnitude of any effect that the transactions described
      above may have on the prices of the Offered Certificates. In addition, neither
      the Depositor nor any of the Underwriters makes any representation that the
      Underwriters will engage in such transactions or that such transactions, once
      commenced, will not be discontinued without notice.

     

    The
      Offered Certificates are offered subject to receipt and acceptance by the
      Underwriters, to prior sale and to each Underwriter’s right to reject any order
      in whole or in part and to withdraw, cancel or modify the offer without notice.
      It is expected that delivery of the Offered Certificates will be made through
      the facilities of DTC, Clearstream and the Euroclear System on or about the
      Closing Date. The Offered Certificates will be offered in Europe and the United
      States of America.

     

    The
      Underwriting Agreement provides that the Depositor and the Seller will indemnify
      each Underwriter against certain civil liabilities, including liabilities under
      the Securities Act of 1933, as amended, or will contribute to payments an
      Underwriter may be required to make in respect thereof.

     

    SECONDARY
      MARKET

     

    There
      is
      currently no secondary market for the Class A and Mezzanine Certificates and
      there can be no assurance that a secondary market for the Class A and Mezzanine
      Certificates will develop or, if it does develop, that it will continue. Each
      Underwriter intends to establish a market in the classes of Offered Certificates
      purchased by it, but no Underwriter has any obligation to do so. The primary
      source of information available to investors concerning the Class A and
      Mezzanine Certificates will be the monthly reports made available via the
      Trustee’s internet website, which will include information as to the outstanding
      Certificate Principal Balance of the Class A and Mezzanine Certificates. There
      can be no assurance that any additional information regarding the Class A and
      Mezzanine Certificates will be available through any other source. In addition,
      the Depositor is not aware of any source through which price information about
      the Class A and Mezzanine Certificates will be generally available on an ongoing
      basis. The limited nature of such information regarding the Class A and
      Mezzanine Certificates may adversely affect the liquidity of the Class A and
      Mezzanine Certificates, even if a secondary market for the Offered Certificates
      becomes available.

     

    LEGAL
      OPINIONS

     

    Certain
      legal matters relating to the Class A and Mezzanine Certificates will be passed
      upon for the Depositor by Thacher Proffitt & Wood llp,
      New
      York, New York and for the Underwriters by McKee Nelson LLP.