Common use of Conditions to the Obligations of the Underwriter Clause in Contracts

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Underwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the time the applicable Terms Agreement is executeddate hereof, Deloitte & Touche LLP and/or any other firm of certified confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending . (e) The Underwriter shall have received an opinion of counsel for the effectiveness Company, which may be an opinion of in-house counsel to the Company, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received a certificate of an executive officer of BANA, dated as of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; Closing Date, to the effect that, subsequent to the respective dates as xxxx of which information is given such officer's knowledge, (i) the representations and warranties contained in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto Mortgage Loan Purchase Agreement are true and correct with the same force and effect as though made on and as of the Closing Date and (ii) such officer has reviewed the Final Prospectus as amended or supplemented to the Closing Date and nothing has come to such officer's attention that would lead such officer to believe that the Final Prospectus as amended or supplemented, insofar as it relates to BANA or the Mortgage Loans originated or acquired by BANA, contains any untrue statement of a material fact or omits 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. (g) The Underwriter shall have received an opinion of counsel for BANA, which may be an opinion of in-house counsel to BANA, dated the Closing Date, in form and substance satisfactorx xx the Underwriter and counsel for the Underwriter. (h) The Underwriter shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Compaxx, xxxxx opinion xxx relx xx, and assume the accuracy of, the opinions described in paragraphs (e) and (g) above, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (i) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (j) The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, special counsel for the Underwriter, a letter or letters from lxxxxx xxxxd the one or more nationally recognized statistical rating agencies specified Xlosing Date with respect to the Final Prospectus, substantially to the effect that nothing has come to such counsel's attention in the applicable Terms course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (k) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (l) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (m) At the Closing Date, the Certificates and the Pooling Agreement confirming thatwill conform in all material respects to the descriptions thereof contained in the Final Prospectus. (n) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, unless otherwise specified in said Terms the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (o) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Certificates Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have been rated in one of the four highest grades by each of furnished to such agencies counsel all documents and information that they may reasonably request to enable them to pass upon such rating has not been lowered since the date of such lettermatters. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Underwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the time the applicable Terms Agreement is executeddate hereof, Deloitte & Touche LLP and/or any other firm of certified confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending the effectiveness . (e) The Underwriter shall have received a certificate of an executive officer of BANA, dated as of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; Closing Date, to the effect that, subsequent to the respective dates as xxxx of which information is given such officer's knowledge, (i) the representations and warranties contained in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto Mortgage Loan Purchase Agreement are true and correct with the same force and effect as though made on and as of the Closing Date and (ii) such officer has reviewed the Final Prospectus as amended or supplemented to the Closing Date and nothing has come to such officer's attention that would lead such officer to believe that the Final Prospectus as amended or supplemented, insofar as it relates to BANA or the Mortgage Loans originated or acquired by BANA, contains any untrue statement of a material fact or omits 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. (f) The Underwriter shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Compaxx, xxxxx the Closxxx Datx, xn form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, special counsel for the Underwriter, a letter or letters from lxxxxx xxxxd the one or more nationally recognized statistical rating agencies specified Xlosing Date with respect to the Final Prospectus, substantially to the effect that nothing has come to such counsel's attention in the applicable Terms course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (j) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (k) At the Closing Date, the Certificates and the Pooling Agreement confirming thatwill conform in all material respects to the descriptions thereof contained in the Final Prospectus. (l) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, unless otherwise specified in said Terms the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (m) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Certificates Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have been rated in one of the four highest grades by each of furnished to such agencies counsel all documents and information that they may reasonably request to enable them to pass upon such rating has not been lowered since the date of such lettermatters. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter’s obligation to purchase and pay for the Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no 6.1 No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings for that purpose shall have been institutedbe pending or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission or by any authority administering any state securities or Blue Sky lawpursuant to Rule 424(b) under the Act. 6.2 Since [________] [__], 200[__] there shall have been no material adverse change (dnot in the ordinary course of business) Unless otherwise specified in any applicable Terms Agreement for the condition of the Company or Residential Funding. 6.3 The Company shall have delivered to you a Seriescertificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 Residential Funding shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of Residential Funding contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of [Xxxxx, Xxxxx, Xxxx & Maw LLP] [Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP], special counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibits A-1, A-2 and A-3, and the opinion of [__________], associate counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.6 You shall have received a negative assurance letter regarding the Prospectus from [Xxxxx, Xxxxx, Xxxx & Maw LLP] [Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP], special counsel for the Company and Residential Funding, in form satisfactory to you. 6.7 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Description of the Agreements”, “Description of the Securities” and “Certain Yield and Prepayment Considerations” agrees with the records of the Company and Residential Funding excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(e). 6.8 The Class A Certificates shall be have been rated in one of the four highest grades “AAA” by one or more nationally recognized statistical rating agencies specified in said Terms Agreement[Fitch Ratings, (“Fitch”)] and AAA by [Standard & Poor’s (“S&P”)]. (e) 6.9 You shall have received the opinion of [_________], counsel for to the DepositorTrustee, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto.C. (f) Each 6.10 [You shall have received the opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionof Xxxxxx & Xxxxxx, LLP, special Minnesota tax counsel for the Depositor may rely on certificates of responsible officers of Company, dated the DepositorClosing Date, substantially to the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, effect set forth in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinionsExhibit D]. (g) 6.11 You shall have received from [_________], associate counsel for to the Depositor Company, a letter, dated as of the Closing Date, stating that you may rely on the reliance letter with respect to any opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency agencies, or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if been listed as an addressee on any such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor Company will furnish you with such conformed copies of such the above opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter’s obligation to purchase and pay for the Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no 6.1 No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings for that purpose shall have been institutedbe pending or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission or by any authority administering any state securities or Blue Sky lawpursuant to Rule 424(b) under the Act. 6.2 Since [DATE], there shall have been no material adverse change (dnot in the ordinary course of business) Unless otherwise specified in any applicable Terms Agreement for the condition of the Company or Master Servicer. 6.3 The Company shall have delivered to you a Seriescertificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Certificates shall be rated in one Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the four highest grades by one Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or more nationally recognized statistical rating agencies specified in said Terms Agreementsatisfied hereunder at or prior to the Closing Date. (e) 6.4 Master Servicer shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of Master Servicer to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of Master Servicer contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinion of Mayer, Brown, Xxxx & Maw LLP, special counsel for the DepositorCompany and the opinions of [ ], Special Counsel for Master Servicer, each dated the Closing Date and substantially to the effect set forth in Exhibits A-1 and A-2, and the opinion of [NAME], [TITLE] for the Company and the opinion of [NAME], [TITLE] for Master Servicer, dated the applicable Closing Date and substantially to the effect set forth in Exhibits B-1 and B-2. 6.6 You shall have received from Mayer, Brown, Xxxx & Maw LLP, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.7 You shall have received from [ACCOUNTING FIRM], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and your counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by you, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Description of the Mortgage Pool,” “Pooling and Servicing Agreement,” “Description of the Certificates” and “Yield and Prepayment Considerations” agrees with the records of the Company and Master Servicer excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 5.9 hereof. 6.8 The Class A-[1], Class A-[2], Class A-[3] and Class A-[4] Certificates shall have each been rated “AAA” by Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”) and “Aaa” by Xxxxx’x Investors Service, Inc. (“Moody’s”). The Class M-1 Certificates shall have been rated “AA+” by Standard & Poor’s and “Aaa” by Moody’s. The Class M-2 Certificates shall have been rated “AA+” by Standard & Poor’s and “Aa1” by Moody’s. The Class M-3 Certificates shall have been rated “AA” by Standard & Poor’s and “Aa2” by Moody’s. The Class M-4 Certificates shall have been rated “AA-” by Standard & Poor’s and “Aa3” by Moody’s. The Class M-5 Certificates shall have been rated “A+” by Standard & Poor’s and “A1” by Moody’s. The Class M-6 Certificates shall have been rated “A” by Standard & Poor’s and “A2” by Moody’s. The Class M-7 Certificates shall have been rated “A-” by Standard & Poor’s and “A3” by Moody’s. The Class M-8 Certificates shall have been rated “BBB+” by Standard & Poor’s and “Baa1” by Moody’s. The Class M-9 Certificates shall have been rated “BBB” by Standard & Poor’s and “Baa2” by Moody’s. The Class M-10 Certificates shall have been rated “BBB-” by Standard & Poor’s and “Baa3” by Moody’s. 6.9 You shall have received the opinion of [COUNSEL], counsel to the Trustee, dated the Closing Date, substantially to the effect set forth in Exhibit B attached hereto.C. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) 6.10 You shall have received from counsel for the Depositor a letterMayer, dated as of the Closing DateBrown, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the UnderwritersXxxx & Maw LLP, if such counsel is different from special counsel to the DepositorCompany, such opinion or opinions, dated as of the Closing Date, reliance letters with respect to the validity of the Certificates, the Registration Statement, the Prospectus any opinions delivered to Standard & Poor’s and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letterMoody’s. The Depositor Company will furnish you with such conformed copies of such the above opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Underwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the time the applicable Terms Agreement is executeddate hereof, Deloitte & Touche LLP and/or any other firm of certified confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the ratings of the Mortgage Certificates by any authority administering “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its ratings of the Mortgage Certificates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer’s knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; . (e) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received an opinion of Xxxxxx & Xxxxxxxx LLP, special counsel to the Company, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Hunton & Xxxxxxxx LLP, special counsel to the Underwriter, a letter addressed to the Underwriter dated the Closing Date with respect to the Final Prospectus, substantially to the effect that no stop order suspending facts have come to such counsel’s attention in the effectiveness course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (j) At the Closing Date, the Certificates and the Trust Agreement will conform in all material respects to the descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthe Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, subsequent in the opinion of counsel to the respective dates as Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) All corporate proceedings and other legal matters relating to the authorization, form and validity of which information is given in this Agreement, the Trust Agreement, the Mortgage Certificate Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, all other legal matters relating to their knowledge, threatened, affecting the Depositor or this Agreement and the transactions contemplated by this Agreementhereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (m) The Underwriter shall have received a certificate (upon which Hunton & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Trustee in which such officer shall state that, to the best of such officer’s knowledge after reasonable investigation: (i) the Trustee is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Trustee (the “Trustee Disclosure”) includes (a) the Trustee’s correct name and form of organization and (b) a discussion of the Trustee’s experience serving as trustee for asset-backed securities transactions involving mortgage loans; and that attached thereto are (iii) the Trustee Disclosure is true and correct copies in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of material fact or omits to state a letter or letters from material fact necessary to make the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has statements therein not been lowered since the date of such lettermisleading. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Underwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the time the applicable Terms Agreement is executeddate hereof, Deloitte & Touche LLP and/or any other firm of certified confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending . (e) The Underwriter shall have received an opinion of counsel for the effectiveness Company, which may be an opinion of in-house counsel to the Company, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received a certificate of an executive officer of BANA, dated as of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; Closing Date, to the effect that, subsequent to the respective dates as best of which information is given such officer's knowledge, (i) the representations and warranties contained in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto Mortgage Loan Purchase Agreement are true and correct with the same force and effect as though made on and as of the Closing Date and (ii) such officer has reviewed the Final Prospectus as amended or supplemented to the Closing Date and nothing has come to such officer's attention that would lead such officer to believe that the Final Prospectus as amended or supplemented, insofar as it relates to BANA or the Mortgage Loans originated or acquired by BANA, contains any untrue statement of a material fact or omits 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. (g) The Underwriter shall have received an opinion of counsel for BANA, which may be an opinion of in-house counsel to BANA, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (h) The Underwriter shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Company, which opinion xxx relx xx, and assume the accuracy of, the opinions described in paragraphs (e) and (g) above, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (i) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (j) The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, special counsel for the Underwriter, a letter or letters from lxxxxx xxxxd the one or more nationally recognized statistical rating agencies specified Xlosing Date with respect to the Final Prospectus, substantially to the effect that nothing has come to such counsel's attention in the applicable Terms course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (k) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (l) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (m) At the Closing Date, the Certificates and the Pooling Agreement confirming thatwill conform in all material respects to the descriptions thereof contained in the Final Prospectus. (n) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, unless otherwise specified in said Terms the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (o) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Certificates Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have been rated in one of the four highest grades by each of furnished to such agencies counsel all documents and information that they may reasonably request to enable them to pass upon such rating has not been lowered since the date of such lettermatters. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter’s obligation to purchase and pay for the Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no 6.1 No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings for that purpose shall have been institutedbe pending or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission or by any authority administering any state securities or Blue Sky lawpursuant to Rule 424(b) under the Act. 6.2 Since December 1, 2005 there shall have been no material adverse change (dnot in the ordinary course of business) Unless otherwise specified in any applicable Terms Agreement for the condition of the Company or Residential Funding. 6.3 The Company shall have delivered to you a Seriescertificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 Residential Funding shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of Residential Funding contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of [Xxxxx, Xxxxx, Xxxx & Maw LLP] [Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP], special counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibits A-1, A-2 and A-3, and the opinion of [_________], associate counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.6 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [Xxxxx, Xxxxx, Xxxx & Xxx LLP] [Orrick, Xxxxxxxxxx & Xxxxxxxxx LLP], special counsel for the Company and Residential Funding, in form satisfactory to you. 6.7 The Underwriter shall have received from [________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Description of the Mortgage Pool”, “Description of the Agreements”, “Description of the Securities” and “Certain Yield and Prepayment Considerations” agrees with the records of the Company and Residential Funding excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(e). 6.8 The Class A Certificates shall be have been rated in one of the four highest grades “AAA” by one or more nationally recognized statistical rating agencies specified in said Terms Agreement[Fitch Ratings, (“Fitch”)] and AAA by [Standard & Poor’s (“S&P”)]. (e) 6.9 You shall have received the opinion of [____________], counsel for to the DepositorTrustee, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto.C. (f) Each 6.10 [You shall have received the opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionof Xxxxxx & Xxxxxx, LLP, special Minnesota tax counsel for the Depositor may rely on certificates of responsible officers of Company, dated the DepositorClosing Date, substantially to the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, effect set forth in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions.Exhibit D.] (g) 6.11 You shall have received from [_________], associate counsel for to the Depositor Company, a letter, dated as of the Closing Date, stating that you may rely on the reliance letter with respect to any opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency agencies, or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if been listed as an addressee on any such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor Company will furnish you with such conformed copies of such the above opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ ' certificates (each an “"Officer’s 's Certificate”") pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP [____________] and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP [____________] and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s 's Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter's obligation to purchase and pay for the Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no 6.1 No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings for that purpose shall have been institutedbe pending or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission or by any authority administering any state securities or Blue Sky lawpursuant to Rule 424(b) under the Act. 6.2 Since [______ __], 20[__] there shall have been no material adverse change (dnot in the ordinary course of business) Unless otherwise specified in any applicable Terms Agreement for the condition of the Company or Residential Funding. 6.3 The Company shall have delivered to you a Seriescertificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 Residential Funding shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of Residential Funding contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of [___________], special counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibits X-0, X-0 xxx X-0, and the opinion of [________], associate counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.6 You shall have received a negative assurance letter regarding the Prospectus from [___________], special counsel for the Company and Residential Funding, in form satisfactory to you. 6.7 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description of the Mortgage Pool", "Pooling and Servicing Agreement", "Description of the Certificates" and "Certain Yield and Prepayment Considerations" agrees with the records of the Company and Residential Funding excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(e). 6.8 The Class A Certificates shall be have been rated in one of the four highest grades "[____]" by one or more nationally recognized statistical rating agencies specified in said Terms Agreement[Fitch Ratings, ("Fitch")] and [____] by [Standard & Poor's ("S&P")]. (e) 6.9 You shall have received the opinion of [_________], counsel for to the DepositorTrustee, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto.C. (f) Each 6.10 You shall have received the opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionof [_________], special Minnesota tax counsel for the Depositor may rely on certificates of responsible officers of Company, dated the DepositorClosing Date, substantially to the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, effect set forth in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions.Exhibit D. (g) 6.11 You shall have received from [_________], associate counsel for to the Depositor Company, a letter, dated as of the Closing Date, stating that you may rely on the reliance letter with respect to any opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency agencies, or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if been listed as an addressee on any such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor Company will furnish you with such conformed copies of such the above opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter's obligation to purchase and pay for the Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no 6.1 No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings for that purpose shall have been institutedbe pending or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission or by any authority administering any state securities or Blue Sky lawpursuant to Rule 424(b) under the Act. 6.2 Since December 1, 2005 there shall have been no material adverse change (dnot in the ordinary course of business) Unless otherwise specified in any applicable Terms Agreement for the condition of the Company or Residential Funding. 6.3 The Company shall have delivered to you a Seriescertificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 Residential Funding shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the representations and warranties of Residential Funding contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of [___________], special counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibits X-0, X-0 xxx X-0, and the opinion of [__________], associate counsel for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.6 You shall have received a negative assurance letter regarding the Preliminary Prospectus and Prospectus from [___________], special counsel for the Company and Residential Funding, in form satisfactory to you. 6.7 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description of the Mortgage Pool", "Pooling and Servicing Agreement", "Description of the Certificates" and "Certain Yield and Prepayment Considerations" agrees with the records of the Company and Residential Funding excluding any questions of legal interpretation and (b) the letter prepared pursuant to Section 4.4(e). 6.8 The Class A Certificates shall be have been rated in one of the four highest grades "[____]" by one or more nationally recognized statistical rating agencies specified in said Terms Agreement[Fitch Ratings, ("Fitch")] and [____] by [Standard & Poor's ("S&P")]. (e) 6.9 You shall have received the opinion of [_________], counsel for to the DepositorTrustee, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto.C. (f) Each 6.10 You shall have received the opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionof [_________], special Minnesota tax counsel for the Depositor may rely on certificates of responsible officers of Company, dated the DepositorClosing Date, substantially to the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, effect set forth in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions.Exhibit D. (g) 6.11 You shall have received from [_________], associate counsel for to the Depositor Company, a letter, dated as of the Closing Date, stating that you may rely on the reliance letter with respect to any opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency agencies, or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if been listed as an addressee on any such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor Company will furnish you with such conformed copies of such the above opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter's obligation to purchase and pay for the Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no 6.1 No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings for that purpose shall have been institutedbe pending or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing, by means reasonably calculated to result in a filing with the Commission or by any authority administering any state securities or Blue Sky lawpursuant to Rule 424(b) under the Act. 6.2 Since _____, 20__ there shall have been no material adverse change (dnot in the ordinary course of business) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one condition of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms AgreementCompany. (e) You 6.3 The Company shall have received delivered to the opinion of counsel for the DepositorUnderwriter a certificate, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating of the President, a Senior Vice President or a Vice President of the Company to the effect that you may rely on the opinions delivered by signer of such firm under certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and various other related matters as the Underwriters may requireclosing documents, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officersthat, to the best of their his or her knowledge after reasonable investigation, shall state that : (a) the representations and warranties of the Depositor Company in this Agreement and in the [Pooling and Servicing] [Trust] Agreement are true and correctcorrect in all material respects; that and (b) the Depositor Company has complied complied, in all material respects, with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending . 6.4 The Underwriter shall have received the effectiveness opinion of Thacher Proffitt & Wood LLP special counsel for the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent Company dated the Xxxxxxx Xxxx xx forx xxd substance reasonably satisfactory to the respective dates as of which information is given Underwriter. 6.5 The Underwriter shall have received from _____________, counsel for the Underwriter, an opinion dated the Closing Date in form and substance reasonably satisfactory to the ProspectusUnderwriter. 6.6 The Underwriter shall have received from ___________, and except as set forth or contemplated in the Prospectuscertified public accountants, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since dated the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters hereof and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to youthe Underwriter and the Underwriter's counsel, this Agreement (with respect to the related Offering) and effect that they have performed certain specified procedures, all of which have been agreed to by the related Terms Agreement and all obligations underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description of the Underwriters hereunder (Mortgage Pool", ["Pooling and Servicing Agreement"] ["The Trust Agreement"], "Description of the Certificates" and "Certain Yield and Prepayment Considerations" agrees with respect to the related Offering) and thereunder may be canceled at, or at records of the Company excluding any time prior to, the related Closing Date by the Underwriters. Notice questions of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writinglegal interpretation.

Conditions to the Obligations of the Underwriter. The several Underwriter hereby enters into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein and the representations and warranties of the Authority and the City to be contained in the documents and instruments to be delivered on or prior to the Closing Date and upon the performance by the Authority, the City and the Manager of their obligations both on and as of each Underwriter named in any Terms Agreement the date hereof and as of the Closing Date. Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase purchase, to accept delivery of and to pay for the Certificates will Series 2023[●] Bonds shall be subject subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Depositor Authority, the City and the Manager contained herein and in the Financing Documents to which they are parties, as applicable, as of the date hereof, the date hereof and as of the applicable Terms Agreement and the applicable Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Authority, the City and the Manager made in any officers’ certificates (each an “Officer’s Certificate”) certificate or other document furnished pursuant to the provisions hereofhereof or the Financing Documents to which they are parties, to the performance by the Depositor Authority, the City and the Manager of its their respective obligations to be performed hereunder (as applicable), under the Financing Documents to which they are parties and under such other documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions precedentconditions: (a) At The Underwriter shall receive, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the applicable Terms Agreement is executedOfficial Statement (including all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), Deloitte & Touche LLP and/or in such quantity as the Underwriter shall have requested pursuant to Section 3 (Use and Preparation of Official Statement) hereof; (b) The representations and warranties of the Authority and the City contained herein shall be true and correct on the date hereof and on the Closing Date, as if made on and at the Closing Date; (c) The representations and warranties of the Manager contained in the Management Agreement, the Accounts Agreement, the Covenant Agreement, the Security Agreement, the Consents to Collateral Assignment, the NHL Team Agreement, the Naming Rights Agreement, the Development Documents, the Site Lease, [the Landlord Estoppel Certificate (Site Lease),] the Recognition and Acknowledgment Agreement, [add any other firm AAM agreements], and the Continuing Disclosure Agreement (collectively, the “Manager Documents”) shall be true and correct on the date hereof and on the Closing Date, as if made on and at the Closing Date; (d) As of certified independent public accountants acceptable to you the Closing Date, the Series 2023[●] Bonds and the Financing Documents shall have furnished been duly authorized, executed and delivered by the respective parties thereto, the Preliminary Official Statement shall have been authorized and the Official Statement shall have been duly authorized, executed and delivered by the Authority, all in substantially the forms heretofore submitted to you a letterthe Underwriter, addressed with only such changes as shall have been agreed to youin writing by the Underwriter, and such Financing Documents shall be in form full force and substance satisfactory effect and shall not have been amended, modified or supplemented and the Preliminary Official Statement or the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which Underwriter; and there shall be described in full force and effect such letter resolution or resolutions of the Prospectus SupplementBoard of Directors of the Authority and the City Council of the City as, they have recalculated such numbersin the opinion of Bond Counsel, percentages shall be necessary or appropriate in connection with the transactions contemplated hereby; (e) Between the date hereof and weighted average lives the Closing Date, the market price or marketability, at the initial public offering prices set forth in the Prospectus Supplement as you may reasonably requestPreliminary Official Statement, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there Series 2023[●] Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority and the City terminating the obligation of the Underwriter to accept delivery of and make any changepayment for the Series 2023[●] Bonds), by reason of any of the following: (1) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any development involving a prospective change, in or affecting the business or properties other governmental agency having jurisdiction of the Depositor subject matter shall have been made or issued to the effect that obligations of the general character of the Series 2023[●] Bonds, or the Series 2023[●] Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of its affiliates 1933, as amended, or that the Indenture is not exempt from qualification under the Indenture Act of 1939, as amended; (2) the outbreak or escalation in military hostilities or declaration by the United States of a national or international emergency or war or other calamity or crisis, or the escalation thereof, the effect of which, in any case, is, in your judgment, so material and adverse which on the financial markets is such as to make it impracticable or inadvisable to proceed with the Offering offering or the delivery of the Certificates Series 2023[●] Bonds as contemplated hereby or by the Registration Preliminary Official Statement and the Prospectus. All actions required to be taken and all filings required to be made Official Statement; (3) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred; (4) the imposition by the Depositor under the Act and the New York Stock Exchange Act prior or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Series 2023[●] Bonds or obligations of the general character of the Series 2023[●] Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (5) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Series 2023[●] Bonds, or the issuance, offering or sale of the Certificates Series 2023[●] Bonds, including any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (6) the withdrawal or downgrading of the rating of the Series 2023[●] Bonds by DBRS, Inc. or the rating on the Series 2023[●] Bonds shall have been duly taken placed on credit watch with a “Negative Outlook” by any rating agency then rating such Series 2023[●] Bonds (other than as previously disclosed in the Preliminary Official Statement); or (7) an event shall occur or made; be discovered which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Preliminary Official Statement or which is not reflected in the Preliminary Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and prior requires an amendment of or supplement to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached heretoPreliminary Official Statement. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at At or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates Underwriter shall have been rated received the following documents, in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably case satisfactory in form and substance to youthe Underwriter: (1) The Official Statement and each supplement or amendment, this Agreement if any, thereto, executed by the Authority and approved by the City. (with respect 2) An executed original or certified copy, as applicable, of each of the Financing Documents, each duly executed and delivered by the respective parties thereto. (3) A certified copy of each of the Development Documents, each duly executed and delivered by the respective parties thereto. (4) The unqualified approving opinion of Bond Counsel, dated the Closing Date and addressed to the related OfferingAuthority, in substantially the form attached to the Official Statement as Appendix [Q] thereto and a reliance letter for such opinion, addressed to the Trustee. (5) The supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit A (Form of Supplemental Opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx as Bond Counsel). (6) The opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx as disclosure counsel to the Authority and the related Terms City, dated the Closing Date and addressed to the Authority, the City and the Underwriter, in substantially the form attached hereto as Exhibit B (Form of Opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx as Disclosure Counsel to the Authority and the City). (7) The opinion of Xxxxx Xxxx LLP as disclosure counsel to the Manager, dated the Closing Date and addressed to the Authority, the City, the Manager and the Underwriter, in substantially the form attached hereto as Exhibit C (Form of Opinion of Xxxxx Xxxx LLP as Disclosure Counsel to the Manager). (8) The opinion of the City Attorney of the City, as counsel for the Authority, dated the Closing Date and addressed to the Underwriter, satisfactory in form and substance to the Underwriter, in substantially the form attached hereto as Exhibit D (Form of Opinion of the City Attorney of the City as counsel for the Authority). (9) The opinion of the City Attorney of the City, as counsel for the City, dated the Closing Date and addressed to the Underwriter, satisfactory in form and substance to the Underwriter, in substantially the form attached hereto as Exhibit E (Form of Opinion of the City Attorney of the City as counsel for the City). (10) The opinion of counsel to the Trustee, dated the Closing Date and addressed to the Authority, the City, the Manager and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) the Trustee has duly authorized, executed and delivered the Indenture, the Continuing Disclosure Agreement and all the other Financing Documents to which it is a party, and has duly authenticated and delivered the Series 2023[●] Bonds on the Closing Date; (ii) the Indenture, the Continuing Disclosure Agreement and the other Financing Documents to which it is a party constitute the legally valid and binding obligations of the Underwriters hereunder (Trustee, enforceable against the Trustee in accordance with respect their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the related Offering) and thereunder extent that the enforceability thereof may be canceled atlimited by the application of general principles of equity; and (iii) such other matters as the Underwriter may reasonably request. (11) The opinion of counsel to the Manager and the Additional Project Property Owner, or at any time prior todated the Closing Date and addressed to the Authority, the related City and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) the Manager and the Additional Project Property Owner has duly authorized, executed and delivered the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents to which it is a party; (ii) the Continuing Disclosure Agreement, the Management Agreement and the other Manager Documents constitute the legally valid and binding obligations of the Manager and the Additional Project Property Owner, as applicable, enforceable against the Manager and the Additional Project Property Owner in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (iii) such other matters as the Underwriter may reasonably request. (12) The opinion of counsel to TeamCo, dated the Closing Date and addressed to the Authority, the City and the Underwriter, satisfactory in form and substance to the Underwriter, to the effect that (i) TeamCo has duly authorized, executed and delivered the NHL Team Agreement and the Non-Relocation Agreement; (ii) the NHL Team Agreement and the Non- Relocation Agreement constitute the legally valid and binding obligations of TeamCo, enforceable against TeamCo in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the Underwriters. Notice application of general principles of equity; and (iii) such cancellation shall be given to other matters as the Depositor in writing, or by telephone or telegraph confirmed in writingUnderwriter may reasonably request.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter's obligation to purchase and pay for the Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no 6.1 No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings for that purpose shall have been institutedbe pending or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and the Prospectus Supplement shall have been filed or transmitted for filing, by means reasonably calculated to result in a filing with the Commission or by any authority administering any state securities or Blue Sky lawpursuant to Rule 424(b) under the Act. 6.2 Since _________ 1, ____ there shall have been no material adverse change (dnot in the ordinary course of business) Unless otherwise specified in any applicable Terms Agreement for the condition of the Company. 6.3 The Company shall have delivered to you a Seriescertificate, dated the Closing Date, of the President, a Senior Vice President or a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; and (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. 6.4 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx, counsel for the Company and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibit A-1 and Exhibit A-2, and the opinion of [counsel to Master Servicer], dated the Closing Date and substantially to the effect set forth in Exhibit B. 6.5 You shall have received from ________________________, counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to the Underwriter. 6.6 The Underwriter shall have received from ________________________, certified public accountants, a letter dated the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description of the Mortgage Pool", "Pooling and Servicing Agreement", "Description of the Certificates" and "Certain Yield and Prepayment Considerations" agrees with the records of the Company excluding any questions of legal interpretation. 6.7 The Certificates shall be have been rated in one of the four highest grades "AAA" by one or more nationally recognized statistical rating agencies specified in said Terms Agreement.[Standard & Poor's Ratings Services] and [Fitch Investor's Service, L.P.] (e) 6.8 You shall have received the opinion of counsel for the Depositor[Trustee's Counsel], dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto.C. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) 6.9 You shall have received from counsel for the Depositor a letterXxxxxxx Xxxxxxxx & Xxxx, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the DepositorCompany, such opinion or opinions, dated as of the Closing Date, reliance letters with respect to the validity of the Certificatesany opinions delivered to Standard & Poor's Ratings Services and Fitch Investor Services, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. L.P. The Depositor Company will furnish you with such conformed copies of such the above opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase the Underwritten Securities and pay for the Certificates will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the Execution Time, the Closing Date, with respect to the Underwritten Securities and Option Securities purchased on the Closing Date, and any settlement date pursuant to Section 3 hereof, with respect to Option Securities purchased after the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the applicable Terms Agreement is executedeffectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Underwriter shall have received the opinion, Deloitte dated as of the Closing Date and addressed to the Underwriter, of (i) Sxxxxxxx & Touche LLP and/or Cxxxxxxx LLP, counsel for the Company, in the form of Schedule III hereto, and (ii) Gxxxxxxxx Traurig, LLP, Nevada counsel to the Company, in the form of Schedule IV hereto. (c) The Underwriter shall have received from Ropes & Gxxx LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to the issuance and sale of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other firm of certified independent public accountants acceptable to you related matters as the Underwriter may reasonably require, and the Company shall have furnished to you such counsel such documents as they request that are necessary and customary for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Underwriter a lettercertificate of the Company, addressed to yousigned by the Chief Executive Officer, dated the Closing Date, in the form of Schedule V hereto. (e) The Underwriter shall have received from Withum, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to you in all respectsthe Underwriter, confirming that they are a registered public accounting firm that is independent with respect to the Company within the meaning of the Securities Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the audited financial statements of the Company for the period from August 26, 2020 (date of inception) through August 31, 2020, provided that the cutoff date shall not be more than two business days prior to such Execution Time or Closing Date, as applicable, and stating in effect that using that: (i) in their opinion the assumptions audited financial statements and methodology used financial statement schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related rules and regulations adopted by the Depositor, all Commission; and (ii) they have performed certain other specified procedures as a result of which shall be described in such letter they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives general accounting records of the Company) set forth in the Registration Statement, the Statutory Prospectus Supplement as you may reasonably requestand the Prospectus, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of including the information set forth on under the Mortgage Loan Schedule attached captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation. References to the Pooling and Servicing Agreement and Prospectus in this paragraph (e) include any supplement thereto at the characteristics date of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trusteeletters. (cf) Subsequent to the respective Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the ProspectusProspectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the business earnings, business, management, properties, assets, operations, condition (financial or properties otherwise) or prospects of the Depositor Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any of its affiliates supplement thereto) the effect of which, in any casecase referred to in clause (i) or (ii) above, is, in your judgmentthe sole judgment of the Underwriter, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the Offering offering or the delivery of the Certificates Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus. All actions required Prospectus (exclusive of any supplement thereto). (g) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. (h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (i) The Securities shall be duly listed subject to notice of issuance on the Nasdaq Capital Market, satisfactory evidence of which shall have been provided to the Underwriter. (j) On the Effective Date, the Company shall have delivered to the Underwriter executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Subscription Agreement, the Insider Letters and the Registration Rights Agreement. (k) At least one Business Day prior to the Closing Date, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be taken and all filings required to be made by deposited into the Depositor under the Act and the Exchange Act prior to Trust Account. (l) No order preventing or suspending the sale of the Certificates shall have been duly taken or made; and prior Units in any jurisdiction designated by the Underwriter pursuant to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement Section 5(g) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted, instituted or to the knowledge of the Depositor or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to youthe Underwriter and counsel for the Underwriter, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters Underwriter hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the UnderwritersUnderwriter. Notice of such cancellation shall be given to the Depositor Company in writing, writing or by telephone or telegraph facsimile confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Underwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the time the applicable Terms Agreement is executeddate hereof, Deloitte & Touche LLP and/or any other firm of certified confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company, the Servicer or the Master Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer or the Master Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer or the Master Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (e) The Underwriter shall have received an opinion of counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and its counsel. (f) [Reserved] (g) [Reserved] (h) The Underwriter shall have received an opinion of [Xxxxxx, Xxxxxxxxxx & Sutcliffe LLP][Cadwalader, Xxxxxxxxxx & Xxxx LLP][Xxxxxx & Xxxxxxxx LLP], special counsel to the Company and BANA, dated the Closing Date, in form and substance satisfactory to the Underwriter and its counsel. (i) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (j) The Underwriter shall have received from [Xxxxxx, Xxxxxxxxxx & Sutcliffe LLP][Cadwalader, Xxxxxxxxxx & Xxxx LLP][Xxxxxx & Xxxxxxxx LLP], special counsel for the Underwriter, a letter dated the Closing Date with respect to the Final Prospectus, substantially to the effect that nothing has come to such counsel's attention in the course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that no stop order suspending such counsel need not express any view as to any information incorporated by reference in the effectiveness Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (k) The Underwriter shall have received an opinion of counsel to the Master Servicer and Securities Administrator, dated the Closing Date, in form and substance satisfactory to the Underwriter and its counsel. (l) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (m) At the Closing Date, the Certificates and the Pooling Agreement will conform in all material respects to the descriptions thereof contained in the Final Prospectus. (n) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthe Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, subsequent in the opinion of counsel to the respective dates as Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (o) All corporate proceedings and other legal matters relating to the authorization, form and validity of which information is given in this Agreement, the Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, all other legal matters relating to their knowledge, threatened, affecting the Depositor or this Agreement and the transactions contemplated by this Agreement; hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of they may reasonably request to enable them to pass upon such agencies and that such rating has not been lowered since the date of such lettermatters. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the City contained herein. The obligations of each the Underwriter named in any Terms Agreement to purchase accept delivery of and pay for the Certificates will be subject to the accuracy of the representations and warranties Bonds on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and Closing shall be subject, at the applicable Closing Dateoption of the Underwriter, to the accuracy in all respects of the statements of the officers and other officials of the City, as well as authorized representatives of the City Attorney, Bond Counsel, Xxxxx Peabody LLP, as disclosure counsel (“Disclosure Counsel”) and the Trustee made in any officers’ certificates (each an “Officer’s Certificate”) or other documents furnished pursuant to the provisions hereof, to the performance by the Depositor City of its obligations to be performed hereunder at or prior to the date of the Closing, and to the following additional conditions precedentconditions: (a) At The representations, warranties and covenants of the City contained herein shall be true, complete and correct at the date hereof and at the time of the applicable Terms Agreement is executedClosing, Deloitte & Touche LLP and/or any other firm as if made on the date of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information.Closing; (b) At the Closing Datetime of Closing, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you the Legal Documents shall have furnished to you a letter, addressed to yoube in full force and effect as valid and binding agreements between or among the various parties thereto, and the Legal Documents and the Preliminary Official Statement and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in form writing by the Underwriter, and substance satisfactory to you in all respectssuch reasonable actions as, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i)opinion of Bond Counsel, to a portion of shall reasonably deem necessary in connection with the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee.transactions contemplated hereby; (c) Subsequent to At the respective dates as time of which information is given in the Registration Statement and Closing, no default shall have occurred or be existing under the Prospectus, there shall not have been any changeLegal Documents, or any development involving a prospective change, in other agreement or affecting the business or properties document pursuant to which any of the Depositor City’s financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest with respect to any of its affiliates financial obligations, which default would result in any material adverse change to the financial condition of the City or adversely impact its ability to make payment of principal or redemption price of and interest on the Bonds when due; (d) In recognition of the desire of the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the reasonable judgment of the Underwriter by notification, in writing, to the City prior to delivery of and payment for the Bonds, if at any time prior to such time: (i) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America of a national emergency or war or other calamity or crisis the effect of which, in any case, is, in your judgment, so material and which on financial markets is materially adverse such as to make it impracticable or inadvisable it, in the reasonable judgment of the Underwriter, impractical to proceed with the Offering purchase or the delivery of the Certificates Bonds as contemplated by the Registration Official Statement (exclusive of any amendment or supplement thereto); or (ii) a general banking moratorium shall have been declared by federal, State or New York authorities, or the general suspension of trading on any national securities exchange; or (iii) an event occurs which in the reasonable opinion of the Underwriter requires a supplement or amendment to the Official Statement and: (i) the City refuses to prepare and furnish such supplement or amendment; or (ii) in the Prospectus. All actions required reasonable judgment of the Underwriter, the occurrence of such event materially and adversely affects the marketability of the Bonds or the ability of the Underwriter to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to enforce contracts for the sale of the Certificates Bonds; or (iv) any legislation, ordinance, rule or regulation shall have be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Bonds; or (v) the marketability of the Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been duly taken or made; and prior materially adversely affected by an amendment to the applicable Closing Date, no stop order suspending the effectiveness Constitution of the Registration Statement United States of America or by any legislation in or by the Congress of the United States of America or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States of America, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States of America, the Treasury Department of the United States of America, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States of America, or the favorable reporting for passage of legislation to either House of the Congress of the United States of America by a Committee of such House to which such legislation has been referred for consideration; or (vi) an order, decree or injunction shall have been issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and no proceedings for Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or (vii) legislation shall be introduced, by amendment or otherwise, or be enacted by the House of Representatives or the Senate of the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, as contemplated hereby or by the Preliminary Official Statement and the Official Statement; or (viii) additional material restrictions not in force as of the date hereof shall have been instituted, or to the knowledge of the Depositor or you, shall be contemplated imposed upon trading in securities generally by the Commission any governmental authority or by any authority administering any state national securities exchange, which, in the Underwriter’s reasonable opinion, materially adversely affects the marketability or Blue Sky law.market price of the Bonds; or (dix) Unless otherwise specified in any applicable Terms Agreement for a Seriesthe Comptroller of the Currency, the Certificates New York Stock Exchange, or other national securities exchange or association or any governmental authority, shall be rated in one impose as to the Bonds, or obligations of the four highest grades general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by one or more nationally recognized statistical the charge to the net capital requirements or financial responsibility requirements of broker dealers; or (x) trading in securities on the New York Stock Exchange or other major exchange shall have been suspended or limited or minimum prices have been established on either such exchange which, in the Underwriter’s reasonable judgment, materially adversely affects the marketability or market price of the Bonds; or (xi) any rating agencies specified of the Bonds or the rating of any securities of the City shall have been downgraded, withdrawn or placed on negative watch by a national rating service, which, in said Terms Agreementthe reasonable judgment of the Underwriter, materially adversely affects the market price of the Bonds; or (xii) any action shall have been taken by any government in respect of its monetary affairs which, in the reasonable opinion of the Underwriter, has a material adverse effect on the United States securities market, rendering the marketing and sale of the Bonds, or enforcement of sale contracts with respect thereto impracticable; or (xiii) the commencement of any action, suit or proceeding described in Section 6(m); or (xiv) any change, which in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Bonds or, the financial condition of the City. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending Closing, the effectiveness of Underwriter shall receive or have received the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatfollowing documents, subsequent in each case to the respective dates as of which information is given in the Prospectusreasonable satisfaction, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to yousubstance, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder Underwriter and Xxxxx Xxxx, A Professional Law Corporation, California (“Underwriter’s Counsel”): (i) a copy of the default judgment, dated , 2020, entered in favor of the City in connection with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice City of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.Coachella v.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter's obligation to purchase and pay for the Certificates will in the respective amounts set forth opposite their names on Schedule I attached hereto shall be subject to the accuracy following additional conditions: 6.1 No stop order suspending the effectiveness of the representations Registration Statement shall be in effect, and warranties on no proceedings for that purpose shall be pending or, to the part knowledge of the Depositor Company, threatened by the Commission or by any authority administering any state securities or Blue Sky law; and the Prospectus Supplement shall have been filed or transmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. 6.2 Subsequent to the respective dates as of which information is given in the date hereofRegistration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Company, the date Seller or any of their respective affiliates the effect of which, in any case, is, in that Underwriter's reasonable judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Terms Agreement Certificates as contemplated by the Registration Statement and the applicable Prospectus. All actions required to be taken and all filings required to be made by the Issuer under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made. 6.3 The Company shall have delivered to the Underwriter a certificate, dated the Closing Date, of the President, an Executive Vice President, a Senior Vice President or a Vice President of the Company to the accuracy effect that the signer of such certificate has examined this Agreement, the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to Prospectus, the provisions hereofPooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and various other closing documents, and that, to the performance by the Depositor best of its obligations hereunder and to the following additional conditions precedenthis or her knowledge after reasonable investigation: (a) At the time representations and warranties of the applicable Terms Company in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects; (b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (c) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; (d) subsequent to the respective dates as of which information is executedgiven in the Prospectus, Deloitte & Touche LLP and/or and except as set forth or contemplated in the Prospectus, there has not been any other firm material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of certified independent public accountants acceptable operations of the Company or the Seller; (e) except as otherwise stated in the Prospectus, there are no actions, suits or proceedings pending before any court or governmental agency, authority or body or, to you their knowledge, threatened, against the Company or the Seller that could reasonably have a material adverse affect on (i) the Company or the Seller or (ii) the transactions contemplated by this Agreement; and (f) attached thereto are true and correct copies of a letter or letters from one or more nationally recognized statistical rating agencies confirming that the Certificates have been rated in one of the four highest grades by each of such agencies rating that class of Certificates and that such rating has not been lowered since the date of such letter. 6.4 The Company shall have furnished delivered to you the Underwriter a lettercertificate, addressed dated the Closing Date, of the President, an Executive Vice President, a Managing Director or a Director of the Company to youthe effect that the signer of such certificate has examined the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and this Agreement and that, to his or her knowledge after reasonable investigation, the representations and warranties of the Company contained in this Agreement are true and correct in all material respects. 6.5 The Seller shall have delivered to the Underwriter a certificate, dated the Closing Date, of the President, a Managing Director or a Director of the Seller to the effect that the signer of such certificate has examined the Mortgage Loan Purchase Agreement and that, to his or her knowledge after reasonable investigation, the representations and warranties of the Seller contained in the Mortgage Loan Purchase Agreement are true and correct in all material respects. 6.6 You shall have received the opinion and letter of Xxxxxxx Xxxxxxxx & Xxxx LLP, counsel for the Company and the Seller, dated the Closing Date and substantially to the effect set forth in Exhibit A and Exhibit B [NOTE: Exhibit B will be revised to address the Definitive Free Writing Prospectus]. 6.7 You shall have received from counsel for the Underwriter, an opinion dated the Closing Date in form and substance satisfactory to you the Underwriter. (i) You shall have received from Deloitte & Touche LLP, certified public accountants, a letter addressed to the Underwriter and dated the date hereof and satisfactory in all respectsform and substance to the Underwriter and the Underwriter's counsel, stating in to the effect that using the assumptions and methodology used by the Depositorthey have performed certain specified procedures, all of which shall be described in such letter have been agreed to by the Underwriter, as a result of which they determined that certain information of an accounting, financial or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives statistical nature set forth in the Prospectus Supplement as you may reasonably request, compared under the results captions "The Mortgage Pool" and "Description of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement Grantor Trust Certificates" agrees with the results records of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationCompany and the Seller excluding any questions of legal interpretation. (bii) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(iSection 6.8(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the TrusteeSupplement. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the 6.9 The Certificates shall have been duly taken or made; rated "AAA" by [each of] [Standard & Poor's Ratings Services] and prior to the applicable Closing Date[Fitch Ratings] and "Aaa" by [Xxxxx'x Investors Service, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky lawInc.]. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) 6.10 You shall have received the opinion of counsel for the Depositor[Trustee's Counsel], dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto.C. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) 6.11 You shall have received from counsel for the Depositor a letterXxxxxxx Xxxxxxxx & Xxxx LLP, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from special counsel to the DepositorCompany, such opinion or opinionsand from in-house counsel to the Company, dated as of the Closing Date, reliance letters with respect to the validity of the Certificatesany opinions delivered to [Standard & Poor's Ratings Services] and [Fitch Ratings] and [Xxxxx'x Investors Service, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letterInc.]. The Depositor Company will furnish you with such conformed copies of such the above opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section Article 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to youthe Underwriter, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters Underwriter hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the UnderwritersUnderwriter. Notice of such cancellation shall be given to the Depositor Company in writing, or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Certificates will Securities shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, the date of the applicable Terms Agreement Execution Time and the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or period required by Rule 424(b); any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made filed by the Depositor Company pursuant to Rule 433(d) under the Act and the Exchange Act prior to the sale of the Certificates Act, shall have been duly taken or madefiled with the Commission within the applicable time periods prescribed for such filings by Rule 433; and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted, instituted or to the knowledge of the Depositor or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky lawthreatened. (db) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Company shall have received the opinion of counsel for the Depositorrequested and caused Skadden, dated the applicable Closing DateArps, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionSlate, Xxxxxxx & Xxxx LLP, counsel for the Depositor Company, to have furnished to the Underwriter their opinion and negative assurance letter, each dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Depositor, the Trustee, Company and public officials orofficials. (c) The Company shall have requested and caused DLA Piper LLP (US), counsel for the Company, to have furnished to the Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Maryland or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriter and (B) as to matters of law other than New York or Federal lawfact, to the extent they deem proper, on opinions certificates of other counsel responsible officers of the Company and public officials. (copies of which opinions d) The Underwriter shall be delivered to you), provided that, in cases of opinions of other counselhave received from Xxxxx Day, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the DepositorUnderwriter, such opinion or opinions, dated as of the Closing DateDate and addressed to the Underwriter, with respect to the validity issuance and sale of the CertificatesSecurities, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Underwriters Underwriter may reasonably require, and the Depositor Company shall have furnished to such counsel such documents as they may have requested from it request for the purpose of enabling them to pass upon such matters. (ie) You The Company shall have received Officer’s Certificates furnished to the Underwriter a certificate of the Company, signed by such the Chairman of the Board or the President and the principal executive, financial and or accounting officers officer of the Depositor as you may requestCompany, dated as of the Closing Date, in which such officers, to the best effect that the signers of their knowledge after reasonable investigationsuch certificate have carefully examined the Registration Statement, shall state that the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that: (i) the representations and warranties of the Depositor Company in this Agreement are true and correct; that correct on and as of the Depositor Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; that ; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or are contemplated; thator, subsequent to the respective Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Operating Partnership and their subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). (f) The Company shall have requested and caused Ernst & Young LLP to have furnished to the Underwriter, at the Execution Time and at the Closing Date, letters (which may refer to letters previously delivered to the Underwriter), dated as of the Execution Time and as of the Closing Date, respectively, in form and substance satisfactory to the Underwriter, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the ProspectusRegistration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the ProspectusDisclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (h) Subsequent to the Execution Time, there has shall not have been any material adverse change decrease in the general affairs, business, key personnel, capitalization, financial condition or results rating of operations any of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before Company’s debt securities by any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more “nationally recognized statistical rating agencies specified organization” (as defined in Section 3(a)(62) of the applicable Terms Agreement confirming that, unless otherwise specified Exchange Act) or any notice given of any intended or potential decrease in said Terms Agreementany such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) Prior to the Closing Date, the Certificates Company shall have been rated in one of furnished to the four highest grades by each of Underwriter such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinionsfurther information, certificates, letters certificates and documents as you the Underwriter may reasonably request. (j) The Company shall have furnished to the Underwriter a certificate of the principal financial or accounting officer of the Company, at the Execution Time and at the Closing Date, to the effect that the signer of such certificate is familiar with the accounting, operations and records systems of the Company, certifying that certain statements in identified pages of the Company’s proxy statement are, to the knowledge of the signer, accurate in all material respects and such other matters as the Underwriter shall reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to youthe Underwriter and counsel for the Underwriter, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters Underwriter hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the UnderwritersUnderwriter. Notice of such cancellation shall be given to the Depositor Company in writing, writing or by telephone or telegraph facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxx Day, counsel for the Underwriter, at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, on the Closing Date.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, The Underwriter shall have received from Deloitte & Touche LLP and/or any other firm of certified a letter, dated the date hereof, confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations counsel to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its ratings of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a SeriesOn or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates shall be rated in one of has been given the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreementratings set forth on Schedule I hereto. (e) You The Underwriter shall have received the a favorable opinion of Hxxxxx & Wxxxxxxx LLP, a special tax counsel for the DepositorCompany, addressed to the Underwriter and dated the applicable Closing Date, substantially Date and reasonably satisfactory in form and substance to the effect set forth in Exhibit B attached heretoUnderwriter and counsel to the Underwriter. (f) Each The Underwriter shall have received a favorable opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionof Hxxxxx & Wxxxxxxx LLP, special counsel for the Depositor may rely on certificates of responsible officers of Company, addressed to the Depositor, the Trustee, Underwriter and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling Date and Servicing Agreement reasonably satisfactory in form and substance to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing DateUnderwriter, with respect to the validity of the Certificates, the Registration Statement, the Prospectus ERISA matters and such other related matters as the Underwriters may Underwriter shall require, and the Depositor Company shall have furnished or caused to be furnished to such counsel such documents as they may have requested from it reasonably request for the purpose of enabling them to pass upon such matters. (ig) You The Underwriter shall have received Officer’s Certificates signed copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by such reliance letters addressed to the Underwriter. (h) The Underwriter shall have received an opinion of counsel to the principal executive, financial and accounting officers of the Depositor as you may requestTrustee, dated as of the Closing Date, in form and substance satisfactory to the Underwriter and its counsel. (i) The Underwriter shall have received a certificate dated the Closing Date of the President, any Vice President or the Secretary of the Company in which such officersthe officer shall state that, to the best of their his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Depositor Company with respect to the Mortgage Loans contained in any Basic Document are true and correct, (ii) the representations and warranties of the Company in this Agreement are true and correct; that , (iii) the Depositor Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that , (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and issued, (v) no proceedings for that purpose have been instituted or are contemplated; thatcontemplated by the Commission, subsequent and (vi) there has been no amendment or other document filed affecting the Certificate of Incorporation or bylaws of the Company, and no such amendment has been authorized. (j) At the Closing Date, the Certificates and the Pooling Agreement will conform in all material respects to the respective dates as of which information is given descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, in the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) The Underwriter shall have received from Hunton & Wxxxxxxx LLP, special counsel for the Underwriter, a letter dated the Closing Date with respect to the Final Prospectus, in form and substance satisfactory to the Underwriter. (m) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (n) The Underwriter shall have received a certificate (upon which Hxxxxx & Wxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Trustee in which such officer shall state that, to the best of such officer’s knowledge after reasonable investigation: (i) the Trustee is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement (ii) the information in the Prospectus Supplement related to the Trustee (the “Trustee Disclosure”) includes (a) the Trustee’s correct name and form of organization and (b) a discussion of the Trustee’s experience serving as trustee for asset-backed securities transactions involving mortgage loans; and (iii) the Trustee Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (o) The Underwriter shall have received a certificate (upon which Hxxxxx & Wxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of Option One Mortgage Corporation (the “Originator”) in which such officer shall state that, to the best of such officer’s knowledge after reasonable investigation: (i) except as disclosed in the Prospectus Supplement, the Originator is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Originator (the “Originator Disclosure”) includes the Originator’s correct name, form of organization and length of time originating mortgage loans; (iii) the description of the Originator’s origination program includes (a) experience in originating mortgage loans, (b) size and composition of the Originator’s origination portfolio, and (c) the Originator’s credit-granting or underwriting criteria for the mortgage loans; (iv) except as set forth or contemplated in the ProspectusOriginator Disclosure, there has not been any no additional information regarding the Originator’s origination program could have a material adverse change affect on the performance of the Mortgage Loans or the Offered Certificates; and (v) the Originator Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Originator Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (p) The Underwriters shall have received a certificate (upon which Hxxxxx & Wxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Servicer in which such officer shall state that, to the best of such officer’s knowledge after reasonable investigation: (i) except as disclosed, in the general affairsProspectus Supplement, businessthe Servicer is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Servicer (the “Servicer Disclosure”) includes (a) the Servicer’s correct name and form of organization, key personnel, capitalization, financial condition or results (b) the correct length of operations time that the Servicer has been servicing mortgage loans; and (c) a discussion of the DepositorServicer’s experience in servicing mortgage loans; that (iii) except as otherwise stated set forth in the ProspectusServicer Disclosure, (a) there are no other servicers responsible for calculating or making distributions to the holders of the Offered Certificates, performing work-outs or foreclosures, or any other material actionsaspect of servicing the mortgage loans, suits or proceedings pending before any court or governmental agency(b) there have been no material changes to the Servicer’s servicing policies and procedures during the last three years, authority or body or, to their knowledge, threatened, affecting (c) no additional information regarding the Depositor Servicer’s financial condition could have a material affect on performance of the Mortgage Loans or the transactions contemplated Offered Certificates, (d) no commingling of funds on deposit in collection accounts will be permitted by this Agreementthe Servicer, (e) no additional information with respect to any special or unique factors involved in servicing the mortgage loans could have a material affect on performance of the Offered Certificates, and (f) no additional information with respect to the Servicer’s process for handling delinquencies, losses, bankruptcies and recoveries could have a material affect on performance of the Offered Certificates; (iv) for the Servicer identified in the Prospectus Supplement as responsible for calculating or making distributions to the holders of the Offered Certificates, performing work-outs or foreclosures, or any other material aspect of servicing the mortgage loans, the certifications in clauses (ii) and (iii) above are made with respect to the Servicer; and that attached thereto are (v) the Servicer Disclosure is true and correct copies in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Servicer Disclosure contains any untrue statement of material fact or omits to state a letter or letters from material fact necessary to make the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has statements therein not been lowered since the date of such lettermisleading. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Underwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the time the applicable Terms Agreement is executeddate hereof, Deloitte & Touche LLP and/or any other firm of certified confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending the effectiveness . (e) The Underwriter shall have received a certificate of an executive officer of BANA, dated as of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; Closing Date, to the effect that, subsequent to the respective dates as bxxx of which information is given such officer's knowledge, (i) the representations and warranties contained in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto Mortgage Loan Purchase Agreement are true and correct with the same force and effect as though made on and as of the Closing Date and (ii) such officer has reviewed the Final Prospectus as amended or supplemented to the Closing Date and nothing has come to such officer's attention that would lead such officer to believe that the Final Prospectus as amended or supplemented, insofar as it relates to BANA or the Mortgage Loans originated or acquired by BANA, contains any untrue statement of a material fact or omits 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. (f) The Underwriter shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Companx, xxxxx xhe Closixx Xate, xx form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, special counsel for the Underwriter, a letter or letters from lexxxx xxxxx the one or more nationally recognized statistical rating agencies specified Xxosing Date with respect to the Final Prospectus, substantially to the effect that nothing has come to such counsel's attention in the applicable Terms course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee and the Securities Administrator, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (j) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (k) At the Closing Date, the Certificates and the Pooling Agreement confirming thatwill conform in all material respects to the descriptions thereof contained in the Final Prospectus. (l) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, unless otherwise specified in said Terms the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (m) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Certificates Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have been rated in one of the four highest grades by each of furnished to such agencies counsel all documents and information that they may reasonably request to enable them to pass upon such rating has not been lowered since the date of such lettermatters. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Delivery Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor in all material respects of its obligations hereunder and to the following additional conditions precedent: (a) At Each of the time obligations of the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm Depositor and the Seller required to be performed by it on or prior to the Delivery Date pursuant to the terms of certified independent public accountants acceptable to you the relevant Operative Agreements shall have furnished to you been duly performed and complied with and all of the representations and warranties of the Depositor and the Seller under any of the Operative Agreements shall be true and correct as of the Delivery Date or as of another date specified therein and no event shall have occurred which, with notice or the passage of time, would constitute a letter, addressed to youdefault under any of such Operative Agreements, and in form and substance satisfactory the Underwriter shall have received certificates to you in all respectsthe effect of the foregoing, stating in effect that using the assumptions and methodology used each signed by an authorized officer of the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you The Underwriter shall have furnished to you a letter, addressed to you, and received letters dated the Delivery Date in form and substance satisfactory to you in all respects, relating reasonably acceptable to the extent such Underwriter and its counsel, prepared by independent certified public accountants, (i) regarding the numerical and statistical information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented including Static Pool Information contained in the Prospectus Supplement or other than the Form 8-K relating theretonumerical and statistical information referred to in Section 7(c) hereof, or if a letter and (ii) relating to certain agreed upon procedures as specified by the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the TrusteeUnderwriter. (c) Subsequent The Underwriter shall have received letters dated the Delivery Date, in form and substance reasonably acceptable to the respective dates Underwriter and its counsel, prepared by independent certified public accountants, regarding the numerical and statistical information contained in the Time of Sale Offering Document, including Static Pool Information. In addition, the Underwriter shall have received confirmation from independent certified public accountants, that no material pool characteristic (as agreed upon by the Depositor and the Underwriter) of the actual asset pool as of which information is given the Delivery Dates differs by 5% or more (other than as a result of the pool assets converting into cash in accordance with their terms) from the description of the asset pool in the Registration Statement Prospectus Supplement relating to the Certificates filed with the Commission. (d) The Underwriter shall have received letters (i) dated the Delivery Date with respect to the Prospectus Supplement and (ii) dated the date of any Issuer Free Writing Prospectus with respect to any Issuer Free Writing Prospectus, there shall not have been any changein form and substance acceptable to the Underwriter and its counsel, or any development involving a prospective change, in or affecting the business or properties prepared by independent certified public accountants of the Depositor or Servicers, regarding the numerical and statistical information contained in the Prospectus and any Issuer Free Writing Prospectus regarding the Servicers’ respective servicing portfolios. (e) The Underwriter shall have received the requested number of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery copies of the Certificates as contemplated by Prospectus for the Registration Statement and the Prospectus. Certificates. (f) All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Delivery Date, the Underwriter shall have received confirmation of the effectiveness of the Registration Statement and 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 or youthe Underwriter, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky lawCommission. (dg) Unless otherwise specified in any applicable Terms The Certificates subject to this Agreement for a Series, and offered by means of the Certificates Registration Statement shall be rated by the applicable rating agencies at the time of issuance as set forth in one of the four highest grades by Pricing Supplement. (h) The Underwriter shall have received one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion opinions of counsel for the Depositor, dated the applicable Closing Delivery Date, substantially to the effect set forth in Exhibit B attached hereto.that: (fi) The Depositor has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the jurisdiction or its formation or organization. The Depositor has the corporate power and authority to own its assets and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Operative Agreements to which it is a party; (ii) Each opinion also shall relate to such other matters as may be specified in of the related Terms Mortgage Loan Purchase Agreement or as to which you reasonably may request. In rendering any such opinionand the Pooling and Servicing Agreement has been duly authorized, counsel for executed and delivered by the Depositor may rely on certificates of responsible officers and each constitutes a valid and binding agreement of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for enforceable against the Depositor shall include in accordance with its opinion a statement of its belief that both it and you are justified in relying on such opinions.terms; (giii) You shall have received from counsel for When duly authenticated by the Depositor a letter, dated as Trustee in accordance with the terms of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and delivered against payment of the purchase price therefor pursuant to this Underwriting Agreement, the Certificates will be entitled to the rating agency or agencies rating benefits of the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you).Pooling and Servicing Agreement and enforceable in accordance with their terms; (hiv) You shall Each of the Operative Agreements to which it is a party has been duly authorized, executed and delivered by the Depositor; (v) The execution and delivery by the Depositor of each of the Underwriting Agreement, the Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement and the performance by the Depositor of its obligations thereunder each in accordance with its terms, do not conflict with the certificate of incorporation or by-laws of the Depositor; (vi) At the date hereof, the Issuing Entity is not required to be registered under the Investment Company Act of 1940, as amended; (vii) [RESERVED]; (viii) The Registration Statement has been declared effective under the Act; the Base Prospectus and the Prospectus Supplement have received from counsel for each been filed pursuant to Rule 424(b) of the UnderwritersRules and Regulations in the manner and within the time period required by Rule 424(b); and, if such counsel is different from counsel to the Depositorbest of our knowledge, such opinion or opinions, dated as no stop order suspending the effectiveness of the Closing Date, Registration Statement has been issued under the Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission; (ix) Any Free Writing Prospectus required to be filed by the Depositor with respect the Commission (other than those Free Writing Prospectuses containing Issuer Information prepared by the Underwriter that the Underwriter fails to the validity deliver) has been filed pursuant to Rule 433 of the Certificates, Rules and Regulations in the manner and within the time period required by Rule 433; (x) The Registration Statement, the Prospectus and any Issuer Free Writing Prospectus in the Approved Offering Materials (in each case other related matters than (A) the financial statements, schedules, tables and other financial and statistical data included or incorporated by reference therein or omitted therefrom and (B) any documents incorporated by reference, as to which such counsel need not express an opinion), as of their respective effective or issue dates, as the Underwriters case may requirebe, each appeared on its face to be appropriately responsive in all material respects to the applicable requirements of the Act and the Rules and Regulations; (xi) In the event that the related Prospectus Supplement and any Issuer Free Writing Prospectus included in the Approved Offering Materials disclose that any class of Certificates constitute “mortgage-related securities” within the meaning of Section 3(a)(41) of the Securities Exchange Act of 1934, as amended, that such class so qualifies assuming that it is rated by a nationally recognized statistical rating organization in one of its two highest rating categories, for so long as it is so rated; (xii) The information in the Prospectus and the Time of Sale Offering Document under the captions “Description of the Certificates,” “The Mortgage Loan Purchase Agreement, the Pooling and Servicing Agreement and the Master Loan Sale and Servicing Agreement” to the extent that it constitutes a summary of certain provisions of the Certificates, the Mortgage Loan Purchase Agreement, and the Depositor shall have furnished to Pooling and Servicing Agreement has been reviewed by such counsel and is correct in all material respects; the statements contained under the caption “ERISA Considerations,” insofar as such documents statements describe certain provisions of federal statutes and regulations, have been reviewed by such counsel, and such statements fairly describe such provisions and regulations; and the statements contained under the caption “Federal Income Tax Consequences,” insofar as they may have requested from it for the purpose such statements constitute conclusions of enabling them to pass upon such matters.law, are true and correct in all material respects as set forth therein; (xiii) [RESERVED]; (i) You The Underwriter shall have received Officerone or more opinions of counsel for each Seller, dated the Delivery Date, substantially to the effect that: (i) The Seller has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of New York. The Seller has the organizational power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. The Seller has the corporate power and authority to acquire and own the Mortgage Loans. (ii) The Seller has the corporate power and authority to (A) execute and deliver the Operative Agreements, (B) perform its obligations under and consummate the transactions provided for in the Operative Agreements, and (C) transfer its rights, title and interests in, to and under the related Mortgage Loans to the Depositor on the terms and conditions provided in the Mortgage Loan Purchase Agreement. (iii) The Seller has the corporate power and authority to (A) execute and deliver the related Mortgage Loan Purchase Agreement, (B) perform its obligations under and consummate the transactions provided for in the related Mortgage Loan Purchase Agreement, and (C) transfer its rights, title and interests in, to and under the related Mortgage Loans to the Depositor on the terms and conditions provided in the Mortgage Loan Purchase Agreement. (iv) Each of the Operative Agreements has been duly authorized and executed by a duly authorized officer of the Seller. (v) The transfer and sale by the Seller of the related Mortgage Loans to the Depositor pursuant to the related Mortgage Loan Purchase Agreement, the compliance by the Seller with the provisions of the related Operative Agreements and the consummation of the transactions contemplated by the related Operative Agreements and the fulfillment of the terms thereof will not violate or breach any of the terms and provisions of the articles of incorporation or bylaws of the Seller. (vi) No authorization, approval, or other action by, and no notice to or filing with any court, governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the related Operative Agreements. (vii) Each of the related Operative Agreements constitutes the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. (viii) To our knowledge, there is no legal or governmental action, investigation or proceeding pending or threatened against the Seller (a) asserting the invalidity of any of the Operative Agreements, (b) seeking to prevent the consummation of any of the transactions provided for in the Operative Agreements, or (c) that would materially and adversely affect the ability of the Seller to perform its obligations under, or the validity or enforceability with respect to the Seller of, any of the Operative Agreements. (j) The Underwriter shall have received one or more opinions of counsel to the Depositor substantially to the effect that the transfer of all of the right, title and interest in and to the Mortgage Loans from the related Seller to the Depositor and from the Depositor to the Trustee on behalf of the Issuing Entity in each case, constitutes a “true sale” for bankruptcy purposes and with respect to the “non-consolidation” in a bankruptcy proceeding of the related Seller and the Depositor. (k) The Underwriter shall have received a statement of counsel to the Depositor substantially to the effect that nothing has come to such counsel’s Certificates attention that would lead them to believe that the Registration Statement (at the time it became effective), the Prospectus or the Prospectus Supplement (in both cases, as of the date of the Prospectus Supplement and as of the Delivery Date), the Time of Sale Offering Document (as of the Time of Sale) or any Issuer Free Writing Prospectus (as of the date of the Issuer Free Writing Prospectus) (other than the financial and statistical information or information contained therein, as to which such counsel need not express an opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (l) The Underwriter shall have received an opinion of counsel to the Securities Administrator, Subservicer, Custodian and Trustee, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (m) The Underwriter shall have received opinions of counsel to the Master Servicer, each Servicer and each Subservicer, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (n) The Underwriter shall have received opinions of counsel to any provider of any derivative instrument documented under the ISDA master agreement, and an opinion of counsel to any credit support provider or guarantor relating to such derivative instrument, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (o) The Underwriter shall have received opinions of counsel to any credit enhancement provider relating to the Certificates, dated the Delivery Date, and in the form agreed to on or prior to the Delivery Date. (p) The Underwriter shall have received a certificate or certificates signed by such of the principal executive, financial and accounting officers each of the Sellers, the Servicer and the Depositor as you the Underwriter may request, dated as of the Closing applicable Delivery Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that with respect to each such party, as applicable, (i) the representations and warranties of the Depositor such party in this Underwriting Agreement and in any applicable Operative Agreement are true and correct; that the Depositor (ii) such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Delivery Date; that (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent (iv) the information contained in the Prospectus relating to the respective dates Sellers, the Servicer and the Depositor, as of which information is given in the Prospectusapplicable, and except as set forth or contemplated in relating to the ProspectusMortgage Loans, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are is true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled accurate in all material respects with respect and nothing has come to his or her attention that that would lead such officer to believe that the Prospectus contains any untrue statement of material fact or omits to state a particular Offering when and as provided in this Agreement and material fact necessary to make the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall statements therein not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.misleading;

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named in any Terms Agreement Underwriter’s obligation to purchase and pay for the Certificates will be Securities on the Closing Date is subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “OfficerCompany’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its covenants and other obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, no stop No order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings proceeding for that such purpose shall be pending before or threatened by the Commission; the Post-Effective Amendment shall have been institutedfiled with, or to and declared effective by, the knowledge of Commission; the Depositor or you, Prospectus shall be contemplated have been filed with the Commission in the manner and within the time period required by Rule 424(b); and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriter. (b) The representations and warranties of the Company contained herein shall be true and correct in all material respects on the date hereof and on and as of the Closing Date (provided, however, that such qualification shall only apply to representations or warranties not otherwise qualified by materiality); and the statements of the Company and its officers made in any authority administering certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (c) Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 2(pp) hereof shall have occurred or shall exist, which event or condition is not described in the Prospectus (excluding any state securities amendment or Blue Sky lawsupplement thereto) and the effect of which in the Underwriter’s judgment makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement and the Prospectus. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on Date a certificate of the opinions delivered by such firm under Company’s chief financial officer or chief accounting officer and one additional senior executive officer of the Pooling and Servicing Agreement and Company who is reasonably satisfactory to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. Underwriter (i) You shall confirming that such officers have received Officer’s Certificates signed by such of carefully reviewed the principal executive, financial Registration Statement and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officersProspectus and, to the best knowledge of their knowledge after reasonable investigationsuch officers, shall state that the representations and warranties representation of the Depositor Company set forth in this Agreement are Section 2(b) hereof is true and correct; , (ii) confirming that the Depositor Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) confirming the matters set forth in paragraphs (a), (b) and (c) above. (e) None of the events or conditions set forth in Section 9(a) through 9(f) hereof shall have occurred or shall exist. (f) The Company shall have requested and caused counsel for the Company to have furnished to Underwriter their opinion, dated the Closing Date and addressed to the Underwriter, to the effect set forth on Exhibit A hereto. (g) On the date of this Agreement and on the Closing Date; that no stop order suspending , Ernst & Young LLP shall have furnished to the effectiveness Underwriter, at the Company’s request, letters, dated the respective dates of delivery thereof and addressed to the Underwriter, in form and substance satisfactory to the Underwriter, of the type described in American Institute of Certified Public Accountants Statement on Auditing Standards No. 72, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement has and the Prospectus; provided that the letter delivered on the Closing Date, shall use a “cut-off” date no more than three business days prior to the Closing Date. (h) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities. (i) The Underwriter shall have received on and no proceedings for that purpose as of the Closing Date, satisfactory evidence of the good standing of the Company in the State of Delaware and its good standing as a foreign entity in Maryland and Pennsylvania, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (j) The Securities shall have been instituted or are contemplated; thatapproved for quotation on Nasdaq, subsequent and satisfactory evidence of such action shall have been provided to the respective dates as of which information is given in Underwriter. (k) On or prior to the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms AgreementClosing Date, the Certificates Company shall have been rated in one of furnished to the four highest grades by each of Underwriter such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinionsfurther information, certificates, letters certificates and documents as you the Underwriter may reasonably request. If any of the conditions specified in this Section 6 7 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to youthe Underwriter and counsel for the Underwriter, this Agreement (with respect and all of the Underwriter’s obligations hereunder may be cancelled by the Underwriter at or prior to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the UnderwritersDate. Notice of such cancellation shall be given to the Depositor Company in writingthe manner prescribed by Section 11 hereof. The documents required to be delivered by this Section 7 shall be delivered at the office of Akin Gump Sxxxxxx Hxxxx & Fxxx LLP, or by telephone or telegraph confirmed in writingcounsel for the Underwriter, at 10 a.m. New York City time on the Closing Date.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named has entered into this Purchase Agreement in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely reliance upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor Authority contained herein. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in this Agreement are true all material respects of the statements of the officers and correctother officials of the Authority, as well as authorized representatives of Bond Counsel and the Trustee made in any Bonds or other documents furnished pursuant to the provisions hereof; that to the Depositor has complied with all agreements and satisfied all conditions on performance by the Authority of its part obligations to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending and to the effectiveness following additional conditions: (a) The representations, warranties and covenants of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are Authority contained herein shall be true and correct copies at the date hereof and at the time of a letter or letters from the one or more nationally recognized statistical rating agencies specified in Closing, as if made on the applicable Terms Agreement confirming that, unless otherwise specified in said Terms AgreementClosing Date. (b) At the time of Closing, the Certificates have been rated Authority Documents shall be in one of full force and effect as valid and binding agreements between or among the four highest grades by each of such agencies various parties thereto, and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinionsAuthority Documents, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 Official Statement shall not have been fulfilled amended, modified or supplemented except as may have been agreed to in all material respects with respect to a particular Offering when and as provided in this Agreement writing by the Underwriter, and the related Terms AgreementAuthority Resolution shall be in full force and effect. (c) At the time of the Closing, no material default shall have occurred or if be existing under the Authority Documents or any other agreement or document pursuant to which any of the opinions Authority’s financial obligations were executed and certificates mentioned above or elsewhere in this Agreement delivered, and the related Terms Agreement Authority shall not be in all material respects reasonably satisfactory default in form and substance to you, this Agreement (the payment of principal or interest with respect to any of its financial obligations, which default would materially adversely impact the related Offeringability of the Authority to pay debt service on the Bonds from Revenues. (d) In recognition of the desire of the Authority and the related Terms Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, the Underwriter shall have the right to cancel the Underwriter’s obligation to purchase the Bonds and to terminate this Purchase Agreement by written notice to the Authority if, between the date of this Purchase Agreement to and all including the Closing Date, in the Underwriter’s sole and reasonable judgment any of the following events shall occur regardless of whether any of the following events were in existence or known of on the date of this Purchase Agreement: (i) any event shall occur which makes untrue any material statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or (ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the Authority, or the interest on or with respect to bonds or notes (including the Bonds); or (iii) any legislation, ordinance, rule or regulation shall be enacted by any governmental body, department or authority of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Bonds; or (iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental authority having jurisdiction of the subject matter, to the effect that: (i) obligations of the Underwriters hereunder (with respect to general character of the related Offering) and thereunder may be canceled atBonds, or at the Bonds, including any time prior toor all underlying arrangements, are not exempt from registration under the related Closing Date by the Underwriters. Notice Securities Act of such cancellation shall be given to the Depositor in writing1933, as amended, or by telephone or telegraph confirmed in writing.that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named hereby enters into this Note Purchase Agreement in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely reliance upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true District contained herein and correct; that the Depositor has complied with all agreements representations and satisfied all conditions on its part warranties to be performed contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the District and the Trustee of their respective obligations both on and as of the date hereof. Accordingly, the Underwriter’s obligations under this Note Purchase Agreement to purchase, to accept delivery of and to pay for the Notes on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties of (a) on the Closing Date, the Legal Documents shall have been duly authorized, executed and delivered by the District, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been reasonably agreed to in writing by the Underwriter or satisfied at accepted by the Underwriter as evidenced by its acceptance of delivery of the Notes, and shall be in full force and effect; and there shall be in full force and effect such resolutions and ordinances of the City Council, as the legislative body of the District as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; (b) on the Closing Date, all necessary actions of City Council, as the legislative body of the District and the District relating to the issuance and sale of the Notes will have been taken and will be in full force and effect and will not have been amended, modified or supplemented; (c) on or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates Underwriter shall have been rated received the following documents, in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects case reasonably satisfactory in form and substance to youthe Underwriter: (i) one copy of each of the Legal Documents, each duly executed and delivered by the respective parties thereto; (ii) the approving opinion, dated the date hereof and addressed to the District, of Bond Counsel in substantially the form of Appendix [ ] to the Official Statement, and a letter of such counsel, dated the Closing Date, and addressed to the Underwriter to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to them; (iii) a supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in substantially the form attached hereto as Appendix A; (iv) a letter of Xxxxx Xxxxxxx LLP (“Disclosure Counsel”), dated the date of the Closing, addressed to the District, with a reliance letter addressed to the Underwriter, substantially in the form attached hereto as Appendix B; (v) an opinion of Xxxxx Xxxx LLP, counsel to the Underwriter, dated the Closing Date, and addressed to the Underwriter, substantially to the effect that: (a) based upon examinations which they have made, which may be specified, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement, nothing has come to their attention which would lead them to believe that the Preliminary Official Statement, as of its date and as of the date of this Agreement Note Purchase Agreement, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Underwriter’s Counsel will express no belief or opinion as to any permitted omissions allowed pursuant to Rule 15c2-12 of the Securities and Exchange Commission relating to the details of the offering of the Notes such as offering prices, principal amounts, maturities, interest rates and other pricing information, credit ratings, delivery dates, redemption terms, selling compensation and other terms dependent on such matters, including without limitation, use of proceeds, CUSIP numbers, amounts of reserve funds, and other information not known or reasonably ascertainable on the date of the Preliminary Official Statement, or Appendices [ ] and [ ] to the Preliminary Official Statement, or as to any CUSIP numbers, financial, technical, statistical, economic, engineering, demographic or tabular data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion included in the Preliminary Official Statement, or as to the information contained in the Preliminary Official Statement under the captions [“TAX MATTERS,” or “LITIGATION” or any information in the Preliminary Official Statement about the book-entry system, Cede & Co., or DTC; (b) based upon examinations which they have made, which may be specified, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to their attention which would lead them to believe that the Official Statement, as of its date and as of the date of Closing, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Underwriter’s Counsel will express no belief or opinion as to Appendices [ ] and [ ] to the Official Statement or as to any CUSIP numbers, financial, technical, statistical, economic, engineering, demographic or tabular data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion included in the Official Statement or as to the information contained in the Official Statement under the captions [“TAX MATTERS” or “LITIGATION”] or any information in the Official Statement about the book-entry system, Cede & Co., or DTC; (c) the Notes are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (d) the Continuing Disclosure Certificate meets the requirements of Section (b)(5)(i) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended; (vi) the opinion of the City Attorney, as counsel to the District, dated the Closing Date and addressed to the District and the Underwriter, substantially in the form attached hereto as Appendix C; (vii) a certificate of a duly authorized official of the District, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter, to the effect that (A) the District’s representations and warranties contained in the Legal Documents are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; and (B) no event has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement, as then supplemented or amended or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect; provided, however, the District makes no representation or warranty with respect to the related OfferingExcluded Information; (viii) and the related Terms Agreement and all obligations a certificate of a duly authorized official of the Underwriters hereunder (with respect Trustee, dated the Closing Date, to the related Offeringeffect that: (A) the Trustee is a national banking association organized and thereunder may be canceled atexisting under and by virtue of the laws of the United States, or at any time prior to, having the related Closing Date by full power and being qualified to enter into and perform its duties under the Underwriters. Notice of such cancellation shall be given Indenture and to authenticate and deliver the Notes to the Depositor in writing, or by telephone or telegraph confirmed in writing.Underwriter;

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject hereunder, as to the accuracy of Securities to be delivered at each Delivery Date, shall be subject, in its discretion, to the condition that all representations and warranties on the part and other statements of the Depositor Company are, at and as of the date hereofhereof and each Delivery Date, the date of the applicable Terms Agreement true and correct and the applicable Closing Date, to condition that the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor Company shall have performed all of its obligations hereunder theretofor to be performed, and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the The Registration Statement and is effective; if the filing of the Prospectus, there shall not have been any change, or any development involving a prospective changesupplement thereto, in or affecting the business or properties of the Depositor or any of its affiliates the effect of whichis required pursuant to Rule 424(b), in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions , and any such supplement, will be filed in the manner and within the time period required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or madeRule 424(b); and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings proceeding for that purpose shall have been institutedinitiated or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and all requests for additional information on the part of the Commission or by any authority administering any state securities or Blue Sky lawshall have been complied with to your reasonable satisfaction. (db) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing On each Delivery Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionLeClairRyan, A Professional Corporation, counsel for the Depositor may rely on certificates of responsible officers of the DepositorUnderwriter, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly furnished to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such an opinion or opinions, dated as of the Closing Datesuch dates, with respect to the validity issuance and sale of the CertificatesSecurities on each such Delivery Date, the Registration Statement, the Prospectus Time of Sale Prospectus, the Prospectus, and other related matters as the Underwriters you may requirereasonably request, and the Depositor such counsel shall have furnished to received such counsel such documents papers and information as they may have requested from it for the purpose of enabling reasonably request to enable them to pass upon such matters. (ic) You On each Delivery Date, Xxxxxxxx Xxxxxx, counsel for the Company, shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as furnished to you may requesttheir written opinion, dated as of the Closing Datesuch dates, in which such officersform and substance satisfactory to you, to the best effect that: (i) The Company, the Bank, and the Bank Subsidiaries have been duly incorporated or organized and are validly existing as corporations or limited liability companies, as applicable, in good standing under the laws of their knowledge after reasonable investigationrespective jurisdictions of incorporation or organization, shall state that with corporate power and authority to own or lease their respective properties and conduct their respective businesses as described in the representations Time of Sale Prospectus and warranties the Prospectus; and each of the Depositor Company, the Bank and the Bank Subsidiaries is duly qualified to do business and are in good standing in each jurisdiction in which it owns or leases property or conducts business so as to require such qualification except where the failure to so qualify would not result in a Material Adverse Effect; (ii) The Company has an authorized capitalization as set forth under the captions “Description of the Series B Preferred Stock” and “Description of Other Capital Stock” in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable and conform to the description contained in the Prospectus; there are no preemptive or similar rights to subscribe for or to purchase any securities of the Company under the Articles of Incorporation of the Company or under Virginia law; except as described in the Prospectus, to such counsel’s knowledge, there are no warrants or options to purchase any securities of the Company which have been granted by the Company; to such counsel’s knowledge, neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement are true gives rise to any rights for or relating to the registration of any securities of the Company; and correct; that the Depositor has complied form of the certificates evidencing the Securities complies with all agreements formal requirements of Virginia law; (iii) The Registration Statement has been declared effective under the Securities Act; any required filing of the Prospectus, and satisfied all conditions on its part any supplements thereto, pursuant to be performed or satisfied at or prior Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the Closing Date; that knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings proceeding for that purpose have has been instituted or threatened under the Securities Act; (iv) The Securities have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued and fully paid and nonassessable and conform to the description of the Securities contained in the Prospectus, as amended or supplemented; (v) All outstanding shares of capital stock of the Bank and all of the membership interests of the Bank Subsidiaries owned by the Bank are contemplatedowned, directly or indirectly, by the Company free and clear of any perfected security interests, claims, liens or encumbrances; (vi) To such counsel’s knowledge, there are no legal or governmental proceedings pending to which the Company, the Bank or any of the Bank Subsidiaries is a party or of which any property or assets of the Company, the Bank or any of the Bank Subsidiaries is subject which, if determined adversely to the Company, the Bank or any of the Bank Subsidiaries, would individually or in the aggregate, have a Material Adverse Effect; and, to such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. 1818 (b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy); (viii) The issue and sale of the Securities and the performance of this Agreement by the Company and the consummation of the other transactions contemplated by this Agreement will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Bank or any of the Bank Subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company, the Bank or any of the Bank Subsidiaries is a party or by which the Company, the Bank or any of the Bank Subsidiaries is bound or to which any of the property or assets of the Company, the Bank or any of the Bank Subsidiaries is subject, nor will such action result in any violation of the provisions of the articles of incorporation, bylaws, articles of organization or operating agreement of the Company, the Bank or any of the Bank Subsidiaries, as applicable, or of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company, the Bank or any of the Bank Subsidiaries or any of their respective properties; (ix) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Securities by the Company or the consummation by the Company of the other transactions contemplated by this Agreement, except such as have been obtained under the Securities Act, such as may be required under state securities or Blue Sky laws, and such as may be required under the rules of FINRA in connection with the purchase and distribution of the Securities by the Underwriter; (x) The Registration Statement, the Time of Sale Prospectus and the Prospectus and any further amendments and supplements thereto made by the Company prior to such Delivery Date (other than the financial statements and related schedules and other financial and statistical information included therein and information furnished for use therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder; and (xi) The Company has filed an application for the listing of, and all required supporting documents with respect to, the Securities with the Nasdaq Stock Market, Inc., and such counsel received no information stating that the Securities will not be authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution. In rendering such opinions, such counsel may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and the Bank, and public officials. On each Delivery Date, Xxxxxxxx Xxxxxx shall also deliver a letter to you stating that nothing has come to their attention which leads them to believe that, subsequent as of the effective date of the Registration Statement and as of each Delivery Date, the Registration Statement, the Time of Sale Prospectus or the Prospectus or, as of its date, any further amendment or supplement thereto made by the Company prior to the Delivery Date (in each case, except for the financial statements and the related schedules and other financial and statistical information included therein, as to which such counsel need not address) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to such statement, such counsel may state that their belief is based upon the procedures set forth therein, but is without independent check or verification. (d) At 10:00 a.m., Richmond, Virginia time, on the date of this Agreement and also at each Delivery Date, Xxxxxxx & Company, LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (e) (i) The Company, the Bank or the Bank Subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Prospectus, any loss or interference with their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or expressly contemplated in the Time of Sale Prospectus and the Prospectus, and (ii) since the respective dates as of which information is given in the ProspectusProspectus there shall not have been any change in the capital stock or long-term debt of the Company, and except the Bank or any of the Bank Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company, the Bank or any of the Bank Subsidiaries, otherwise than as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results Time of operations of the Depositor; that except as otherwise stated in Sale Prospectus and the Prospectus, there are no the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material actions, suits and adverse as to make it impracticable or proceedings pending before any court or governmental agency, authority or body or, inadvisable to their knowledge, threatened, affecting proceed with the Depositor public offering or the transactions delivery of the Securities being delivered at such Delivery Date on the terms and in the manner contemplated by this Agreementthe Prospectus. (f) On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on the Nasdaq Stock Market, Inc.; (ii) a suspension or material limitation in trading in the Company’s securities on the Nasdaq Stock Market, Inc.; (iii) a general moratorium on commercial banking activities declared by either Federal, New York or Virginia authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) (A) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or (B) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, including without limitation, as a result of terrorist activities occurring after the date hereof, if the effect of any such event specified in clause (A) or (B), in the judgment of the Underwriter makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such Delivery Date on the terms and that attached thereto are true and correct in the manner contemplated in the Time of Sale Prospectus or Prospectus; (g) The Company shall have furnished or caused to be furnished to you copies of a letter agreements between the Company and each of the executive officers and directors of the Company specified by you, in form and content satisfactory to you, pursuant to which such persons agree not to offer, sell, or letters from contract to sell, or otherwise dispose of, any shares of the one or more nationally recognized statistical rating agencies specified Series B Preferred Stock and the Company’s common stock beneficially owned by them, including any shares of Series B Preferred Stock acquired in the applicable Terms Agreement confirming thatoffering contemplated hereby, unless otherwise specified in said Terms Agreementor any securities convertible into, the Certificates have been rated in one or exchangeable for, shares of the four highest grades by each of such agencies Series B Preferred Stock and that such rating has not been lowered since the Company’s common stock on or before the 90th day after the date of this Agreement without your prior written consent. (h) The Company shall have furnished or caused to be furnished to you on the date of this Agreement and on the Delivery Date certificates of officers of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of the date hereof and the Delivery Date, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Delivery Date, as to the matters set forth in subsections (a) and (e) of this Section 7 and as to such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents other matters as you may reasonably request. (i) The Securities shall have been approved for quotation and trading on the Nasdaq Capital Market. If any of the conditions specified in this Section 6 7 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to youthe Underwriter and its counsel, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters Underwriter hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the UnderwritersUnderwriter. Notice of such cancellation shall be given to the Depositor Company in writing, writing or by telephone or telegraph confirmed in writingfacsimile (with written confirmation of receipt).

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, The Underwriter shall have received from Deloitte & Touche LLP and/or any other firm of certified (i) a letter, dated the date hereof, confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company, any Servicer or the Master Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the ratings of the securities of any Servicer or the Master Servicer by any authority administering “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its ratings of any securities of any Servicer or Blue Sky lawthe Master Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer’s knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; . (e) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Master Servicer and the Securities Administrator, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received an opinion of Xxxxxx & Xxxxxxxx LLP, special counsel to the Company and Bank of America, National Association, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Hunton & Xxxxxxxx LLP, special counsel to the Underwriter, a letter addressed to the Underwriter dated the Closing Date with respect to the Final Prospectus, substantially to the effect that no stop order suspending facts have come to such counsel’s attention in the effectiveness course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (j) At the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthe Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, subsequent in the opinion of counsel to the respective dates as Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) All corporate proceedings and other legal matters relating to the authorization, form and validity of which information is given in this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (m) The Underwriter shall have received a certificate (upon which Xxxxxx & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Custodian in which such officer shall state that, to the best of such officer’s knowledge after reasonable investigation: (i) the Custodian is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Custodian (the “Custodian Disclosure”) includes (a) the Custodian’s correct name and form of organization and (b) a discussion of the Custodian’s procedures for safekeeping and preservation of the mortgage loans; and (iii) the Custodian Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Custodian Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (n) The Underwriter shall have received a certificate (upon which Xxxxxx & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Trustee in which such officer shall state that, to the best of such officer’s knowledge after reasonable investigation: (i) the Trustee is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement (ii) the information in the Prospectus Supplement related to the Trustee (the “Trustee Disclosure”) includes (a) the Trustee’s correct name and form of organization and (b) a discussion of the Trustee’s experience serving as trustee for asset-backed securities transactions involving mortgage loans; and (iii) the Trustee Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (o) [Reserved.] (p) The Underwriter shall have received a certificate (upon which Xxxxxx & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of America Home Mortgage Servicing, Inc. and Xxxxx Fargo Bank, N.A. (“each a Significant Servicer”) and the Master Servicer in which such officer shall state that, to the best of such officer’s knowledge after reasonable investigation: (i) such Significant Servicer or Master Servicer is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement except as otherwise disclosed therein; (ii) the information in the Prospectus Supplement related to such Significant Servicer or Master Servicer (the “Servicer Disclosure”) includes (a) such Significant Servicer’s or Master Servicer’s correct name and form of organization, (b) the correct length of time that such Significant Servicer or Master Servicer has been servicing mortgage loans; and (c) a discussion of such Significant Servicer’s or Master Servicer’s experience in servicing mortgage loans; (iii) except as set forth or contemplated in the ProspectusServicer Disclosure, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, (a) there are no other servicers responsible for calculating or making distributions to the holders of the Offered Certificates, performing work-outs or foreclosures, or any other material actionsaspect of servicing the mortgage loans, suits (b) there have been no material changes to such Significant Servicer’s or proceedings pending before Master Servicer’s servicing policies and procedures during the last three years, (c) no additional information regarding such Significant Servicer’s or Master Servicer’s financial condition could have a material affect on performance of the Offered Certificates, (d) no commingling of funds on deposit in collection accounts will be permitted by such Significant Servicer or Master Servicer, (e) no additional information with respect to any court special or governmental agencyunique factors involved in servicing the mortgage loans could have a material affect on performance of the Offered Certificates, authority and (f) no additional information with respect to such Significant Servicer’s or body orMaster Servicer’s process for handling delinquencies, losses, bankruptcies and recoveries could have a material affect on performance of the Offered Certificates; (iv) for any Significant Servicer or Master Servicer identified in the Prospectus Supplement as responsible for calculating or making distributions to their knowledgethe holders of the Offered Certificates, threatenedperforming work-outs or foreclosures, affecting or any other material aspect of servicing the Depositor mortgage loans, the certifications in clauses (ii) and (iii) above are made with respect to such Significant Servicer or the transactions contemplated by this AgreementMaster Servicer; and that attached thereto are (v) the Servicer Disclosure is true and correct copies in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Servicer Disclosure contains any untrue statement of material fact or omits to state a letter or letters from material fact necessary to make the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has statements therein not been lowered since the date of such lettermisleading. The Depositor requirement to provide a certificate pursuant to the preceding sentence shall be deemed satisfied if such Significant Servicer or Master Servicer represents and warrants that the Servicer Disclosure satisfies the relevant provisions of Regulation AB under the Act. The Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Underwriter shall have received from PricewaterhouseCoopers LLP (i) a letter, dated the time the applicable Terms Agreement is executeddate hereof, Deloitte & Touche LLP and/or any other firm of certified confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending the effectiveness . (e) The Underwriter shall have received a certificate of an executive officer of BANA, dated as of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; Closing Date, to the effect that, subsequent to the respective dates as xxxx of which information is given such officer's knowledge, (i) the representations and warranties contained in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto Mortgage Loan Purchase Agreement are true and correct with the same force and effect as though made on and as of the Closing Date and (ii) such officer has reviewed the Final Prospectus as amended or supplemented to the Closing Date and nothing has come to such officer's attention that would lead such officer to believe that the Final Prospectus as amended or supplemented, insofar as it relates to BANA or the Mortgage Loans originated or acquired by BANA, contains any untrue statement of a material fact or omits 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. (f) The Underwriter shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Compaxx, xxxxx the Closxxx Datx, xn form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, special counsel for the Underwriter, a letter or letters from lxxxxx xxxxd the one or more nationally recognized statistical rating agencies specified Xlosing Date with respect to the Final Prospectus, substantially to the effect that nothing has come to such counsel's attention in the applicable Terms course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee and the Securities Administrator, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (j) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (k) At the Closing Date, the Certificates and the Pooling Agreement confirming thatwill conform in all material respects to the descriptions thereof contained in the Final Prospectus. (l) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, unless otherwise specified in said Terms the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (m) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Certificates Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have been rated in one of the four highest grades by each of furnished to such agencies counsel all documents and information that they may reasonably request to enable them to pass upon such rating has not been lowered since the date of such lettermatters. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, The Underwriter shall have received from Deloitte & Touche LLP and/or any other firm of certified (i) a letter, dated the date hereof, confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the ratings of the Mortgage Certificates by any authority administering “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its ratings of the Mortgage Certificates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer’s knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; . (e) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received an opinion of Xxxxxx & Xxxxxxxx LLP, special counsel to the Company, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Hunton & Xxxxxxxx LLP, special counsel to the Underwriter, a letter addressed to the Underwriter dated the Closing Date with respect to the Final Prospectus, substantially to the effect that no stop order suspending facts have come to such counsel’s attention in the effectiveness course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (j) At the Closing Date, the Certificates and the Trust Agreement will conform in all material respects to the descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthe Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, subsequent in the opinion of counsel to the respective dates as Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) All corporate proceedings and other legal matters relating to the authorization, form and validity of which information is given in this Agreement, the Trust Agreement, the Mortgage Certificate Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, all other legal matters relating to their knowledge, threatened, affecting the Depositor or this Agreement and the transactions contemplated by this Agreementhereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (m) The Underwriter shall have received a certificate (upon which Hunton & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Trustee in which such officer shall state that, to the best of such officer’s knowledge after reasonable investigation: (i) the Trustee is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Trustee (the “Trustee Disclosure”) includes (a) the Trustee’s correct name and form of organization and (b) a discussion of the Trustee’s experience serving as trustee for asset-backed securities transactions involving mortgage loans; and that attached thereto are (iii) the Trustee Disclosure is true and correct copies in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of material fact or omits to state a letter or letters from material fact necessary to make the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has statements therein not been lowered since the date of such lettermisleading. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject hereunder, as to the accuracy of Securities to be delivered at each Delivery Date, shall be subject, in its discretion, to the condition that all representations and warranties on the part and other statements of the Depositor Company are, at and as of the date hereofhereof and each Delivery Date, the date of the applicable Terms Agreement true and correct and the applicable Closing Date, to condition that the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor Company shall have performed all of its obligations hereunder theretofor to be performed, and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the The Registration Statement and is effective; if the filing of the Prospectus, there shall not have been any change, or any development involving a prospective changesupplement thereto, in or affecting the business or properties of the Depositor or any of its affiliates the effect of whichis required pursuant to Rule 424(b), in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions , and any such supplement, will be filed in the manner and within the time period required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or madeRule 424(b); and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings proceeding for that purpose shall have been institutedinitiated or, or to the knowledge of the Depositor or youCompany, shall be contemplated threatened by the Commission; and all requests for additional information on the part of the Commission or by any authority administering any state securities or Blue Sky lawshall have been complied with to your reasonable satisfaction. (db) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing On each Delivery Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionLeClairRyan, A Professional Corporation, counsel for the Depositor may rely on certificates of responsible officers of the DepositorUnderwriter, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly furnished to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such an opinion or opinions, dated as of the Closing Datesuch dates, with respect to the validity issuance and sale of the CertificatesSecurities on each such Delivery Date, the Registration Statement, the Prospectus Time of Sale Prospectus, the Prospectus, and other related matters as the Underwriters you may requirereasonably request, and the Depositor such counsel shall have furnished to received such counsel such documents papers and information as they may have requested from it for the purpose of enabling reasonably request to enable them to pass upon such matters. (ic) You On each Delivery Date, Xxxxxxxx Xxxxxx, counsel for the Company, shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as furnished to you may requesttheir written opinion, dated as of the Closing Datesuch dates, in which such officersform and substance satisfactory to you, to the best effect that: (i) The Company, the Bank, and the Bank Subsidiaries have been duly incorporated or organized and are validly existing as corporations or limited liability companies, as applicable, in good standing under the laws of their knowledge after reasonable investigationrespective jurisdictions of incorporation or organization, shall state that with corporate power and authority to own or lease their respective properties and conduct their respective businesses as described in the representations Time of Sale Prospectus and warranties the Prospectus; and each of the Depositor Company, the Bank and the Bank Subsidiaries is duly qualified to do business and are in good standing in each jurisdiction in which it owns or leases property or conducts business so as to require such qualification except where the failure to so qualify would not result in a Material Adverse Effect; (ii) The Company has an authorized capitalization as set forth under the captions “Description of the Series B Preferred Stock” and “Description of Other Capital Stock” in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable and conform to the description contained in the Prospectus; there are no preemptive or similar rights to subscribe for or to purchase any securities of the Company under the Articles of Incorporation of the Company or under Virginia law; except as described in the Prospectus, to such counsel’s knowledge, there are no warrants or options to purchase any securities of the Company which have been granted by the Company; to such counsel’s knowledge, neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement are true gives rise to any rights for or relating to the registration of any securities of the Company; and correct; that the Depositor has complied form of the certificates evidencing the Securities complies with all agreements formal requirements of Virginia law; (iii) The Registration Statement has been declared effective under the Securities Act; any required filing of the Prospectus, and satisfied all conditions on its part any supplements thereto, pursuant to be performed or satisfied at or prior Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the Closing Date; that knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings proceeding for that purpose have has been instituted or threatened under the Securities Act; (iv) The Securities have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued and fully paid and nonassessable and conform to the description of the Securities contained in the Prospectus, as amended or supplemented; (v) All outstanding shares of capital stock of the Bank and all of the membership interests of the Bank Subsidiaries owned by the Bank are contemplatedowned, directly or indirectly, by the Company free and clear of any perfected security interests, claims, liens or encumbrances; (vi) To such counsel’s knowledge, there are no legal or governmental proceedings pending to which the Company, the Bank or any of the Bank Subsidiaries is a party or of which any property or assets of the Company, the Bank or any of the Bank Subsidiaries is subject which, if determined adversely to the Company, the Bank or any of the Bank Subsidiaries, would individually or in the aggregate, have a Material Adverse Effect; and, to such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and except insofar as the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws, and further subject to 12 U.S.C. 1818 (b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy); (viii) The issue and sale of the Securities and the performance of this Agreement by the Company and the consummation of the other transactions contemplated by this Agreement will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Bank or any of the Bank Subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company, the Bank or any of the Bank Subsidiaries is a party or by which the Company, the Bank or any of the Bank Subsidiaries is bound or to which any of the property or assets of the Company, the Bank or any of the Bank Subsidiaries is subject, nor will such action result in any violation of the provisions of the articles of incorporation, bylaws, articles of organization or operating agreement of the Company, the Bank or any of the Bank Subsidiaries, as applicable, or of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company, the Bank or any of the Bank Subsidiaries or any of their respective properties; (ix) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Securities by the Company or the consummation by the Company of the other transactions contemplated by this Agreement, except such as have been obtained under the Securities Act, such as may be required under state securities or Blue Sky laws, and such as may be required under the rules of FINRA in connection with the purchase and distribution of the Securities by the Underwriter; (x) The Registration Statement, the Time of Sale Prospectus and the Prospectus and any further amendments and supplements thereto made by the Company prior to such Delivery Date (other than the financial statements and related schedules and other financial and statistical information included therein and information furnished for use therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder; and (xi) The Company has filed an application for the listing of, and all required supporting documents with respect to, the Securities with the Nasdaq Stock Market, Inc., and such counsel received no information stating that the Securities will not be authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution. In rendering such opinions, such counsel may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and the Bank, and public officials. On each Delivery Date, Xxxxxxxx Xxxxxx shall also deliver a letter to you stating that nothing has come to their attention which leads them to believe that, subsequent as of the effective date of the Registration Statement and as of each Delivery Date, the Registration Statement, the Time of Sale Prospectus or the Prospectus or, as of its date, any further amendment or supplement thereto made by the Company prior to the Delivery Date (in each case, except for the financial statements and the related schedules and other financial and statistical information included therein, as to which such counsel need not address) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to such statement, such counsel may state that their belief is based upon the procedures set forth therein, but is without independent check or verification. (d) At 10:00 a.m., Richmond, Virginia time, on the date of this Agreement and also at each Delivery Date, Xxxxxxx & Company, LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (e) (i) The Company, the Bank or the Bank Subsidiaries shall not have sustained since the date of the latest audited financial statements included in the Prospectus, any loss or interference with their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or expressly contemplated in the Time of Sale Prospectus and the Prospectus, and (ii) since the respective dates as of which information is given in the ProspectusProspectus there shall not have been any change in the capital stock or long-term debt of the Company, and except the Bank or any of the Bank Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company, the Bank or any of the Bank Subsidiaries, otherwise than as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results Time of operations of the Depositor; that except as otherwise stated in Sale Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such Delivery Date on the terms and in the manner contemplated by the Prospectus. (f) On or after the date hereof there are shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on the Nasdaq Stock Market, Inc.; (ii) a suspension or material limitation in trading in the Company’s securities on the Nasdaq Stock Market, Inc.; (iii) a general moratorium on commercial banking activities declared by either Federal, New York or Virginia authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) (A) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or (B) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, including without limitation, as a result of terrorist activities occurring after the date hereof, if the effect of any such event specified in clause (A) or (B), in the judgment of the Underwriter makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such Delivery Date on the terms and in the manner contemplated in the Time of Sale Prospectus or Prospectus; (g) The Company shall have furnished or caused to be furnished to you copies of agreements between the Company and each of the executive officers and directors of the Company specified by you, in form and content satisfactory to you, pursuant to which such persons agree not to offer, sell, or contract to sell, or otherwise dispose of, any shares of the Series B Preferred Stock and the Company’s common stock beneficially owned by them, including any shares of Series B Preferred Stock acquired in the offering contemplated hereby, or any securities convertible into, or exchangeable for, shares of the Series B Preferred Stock and the Company’s common stock on or before the 90th day after the date of this Agreement without your prior written consent. (h) The Company shall have furnished or caused to be furnished to you on the date of this Agreement and on the Delivery Date certificates of officers of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of the date hereof and the Delivery Date, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Delivery Date, as to the matters set forth in subsections (a) and (e) of this Section 7 and as to such other matters as you may reasonably request. (i) The Securities shall have been approved for quotation and trading on the Nasdaq Capital Market. (j) The Company shall have filed with the Commission a registration statement on Form 8-A with respect to the Securities in conformity with the requirements of the Exchange Act; no material actions, suits or proceedings pending before any court or governmental agency, authority or body stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one knowledge of the four highest grades Company, threatened by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably requestCommission. If any of the conditions specified in this Section 6 7 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to youthe Underwriter and its counsel, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters Underwriter hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the UnderwritersUnderwriter. Notice of such cancellation shall be given to the Depositor Company in writing, writing or by telephone or telegraph confirmed in writingfacsimile (with written confirmation of receipt).

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, The Underwriter shall have received from Deloitte & Touche LLP and/or any other firm of certified (i) a letter, dated the date hereof, confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company, any Servicer or the Master Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the ratings of the securities of any Servicer or the Master Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its ratings of any securities of any Servicer or Blue Sky lawthe Master Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; . (e) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Master Servicer and the Securities Administrator, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received an opinion of Xxxxxx & Xxxxxxxx LLP, special counsel to the Company and Bank of America, National Association, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Hunton & Xxxxxxxx LLP, special counsel to the Underwriter, a letter addressed to the Underwriter dated the Closing Date with respect to the Final Prospectus, substantially to the effect that no stop order suspending facts have come to such counsel's attention in the effectiveness course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (j) At the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthe Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, subsequent in the opinion of counsel to the respective dates as Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) All corporate proceedings and other legal matters relating to the authorization, form and validity of which information is given in this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (m) The Underwriter shall have received a certificate (upon which Xxxxxx & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Custodian in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) the Custodian is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Custodian (the "Custodian Disclosure") includes (a) the Custodian's correct name and form of organization and (b) a discussion of the Custodian's procedures for safekeeping and preservation of the mortgage loans; and (iii) the Custodian Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Custodian Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (n) The Underwriter shall have received a certificate (upon which Xxxxxx & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Trustee in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) the Trustee is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement (ii) the information in the Prospectus Supplement related to the Trustee (the "Trustee Disclosure") includes (a) the Trustee's correct name and form of organization and (b) a discussion of the Trustee's experience serving as trustee for asset-backed securities transactions involving mortgage loans; and (iii) the Trustee Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (o) The Underwriter shall have received a certificate (upon which Xxxxxx & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of Washington Mutual Bank and Xxxxx Fargo Bank, N.A. (each a "Significant Originator" and together the "Significant Originators") in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) such Significant Originator is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to such Significant Originator (the "Originator Disclosure") includes such Significant Originator's correct name, form of organization and length of time originating mortgage loans; (iii) the description of such Significant Originator's origination program includes (a) experience in originating mortgage loans, (b) size and composition of such Significant Originator's origination portfolio, and (c) such Significant Originator's credit-granting or underwriting criteria for the mortgage loans; (iv) except as set forth or contemplated in the ProspectusOriginator Disclosure, there has not been any no additional information regarding such Significant Originator's origination program could have a material adverse change affect in the general affairs, business, key personnel, capitalization, financial condition or results of operations performance of the Depositorpool assets or the Offered Certificates; and (v) such Originator Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Originator Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. The requirement to provide a certificate pursuant to the preceding sentence shall be deemed satisfied if such Significant Originator represents and warrants that the Originator Disclosure satisfies the relevant provisions of Regulation AB under the Act. (p) The Underwriter shall have received a certificate (upon which Xxxxxx & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of Washington Mutual Bank and Xxxxx Fargo Bank, N.A. (each a "Significant Servicer" and together the "Significant Servicers") and the Master Servicer in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) such Significant Servicer or Master Servicer is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to such Significant Servicer or Master Servicer (the "Servicer Disclosure") includes (a) such Significant Servicer's or Master Servicer's correct name and form of organization, (b) the correct length of time that such Significant Servicer or Master Servicer has been servicing mortgage loans; and (c) a discussion of such Significant Servicer's or Master Servicer's experience in servicing mortgage loans; (iii) except as otherwise stated set forth in the ProspectusServicer Disclosure, (a) there are no other servicers responsible for calculating or making distributions to the holders of the Offered Certificates, performing work-outs or foreclosures, or any other material actionsaspect of servicing the mortgage loans, suits (b) there have been no material changes to such Significant Servicer's or proceedings pending before Master Servicer's servicing policies and procedures during the last three years, (c) no additional information regarding such Significant Servicer's or Master Servicer's financial condition could have a material affect on performance of the Offered Certificates, (d) no commingling of funds on deposit in collection accounts will be permitted by such Significant Servicer or Master Servicer, (e) no additional information with respect to any court special or governmental agencyunique factors involved in servicing the mortgage loans could have a material affect on performance of the Offered Certificates, authority and (f) no additional information with respect to such Significant Servicer's or body orMaster Servicer's process for handling delinquencies, losses, bankruptcies and recoveries could have a material affect on performance of the Offered Certificates; (iv) for any Significant Servicer or Master Servicer identified in the Prospectus Supplement as responsible for calculating or making distributions to their knowledgethe holders of the Offered Certificates, threatenedperforming work-outs or foreclosures, affecting or any other material aspect of servicing the Depositor mortgage loans, the certifications in clauses (ii) and (iii) above are made with respect to such Significant Servicer or the transactions contemplated by this AgreementMaster Servicer; and that attached thereto are (v) the Servicer Disclosure is true and correct copies in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Servicer Disclosure contains any untrue statement of material fact or omits to state a letter or letters from material fact necessary to make the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has statements therein not been lowered since the date of such lettermisleading. The Depositor requirement to provide a certificate pursuant to the preceding sentence shall be deemed satisfied if such Significant Servicer or Master Servicer represents and warrants that the Servicer Disclosure satisfies the relevant provisions of Regulation AB under the Act. The Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the City contained herein. The obligations of each the Underwriter named in any Terms Agreement to purchase accept delivery of and pay for the Certificates will be subject to the accuracy of the representations and warranties Bonds on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and Closing shall be subject, at the applicable Closing Dateoption of the Underwriter, to the accuracy in all respects of the statements of the officers and other officials of the City, as well as authorized representatives of the City Attorney, Bond Counsel, Disclosure Counsel and the Trustee made in any officers’ certificates (each an “Officer’s Certificate”) or other documents furnished pursuant to the provisions hereof, to the performance by the Depositor City of its obligations to be performed hereunder at or prior to the date of the Closing, and to the following additional conditions precedentconditions: (a) At The representations, warranties and covenants of the City contained herein shall be true, complete and correct at the date hereof and at the time of the applicable Terms Agreement is executedClosing, Deloitte & Touche LLP and/or any other firm as if made on the date of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information.Closing; (b) At the Closing Datetime of Closing, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you the Legal Documents shall have furnished to you a letter, addressed to yoube in full force and effect as valid and binding agreements between or among the various parties thereto, and the Legal Documents and the Preliminary Official Statement and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in form writing by the Underwriter, and substance satisfactory to you in all respectssuch reasonable actions as, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i)opinion of Bond Counsel, to a portion of shall reasonably deem necessary in connection with the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee.transactions contemplated hereby; (c) Subsequent At the time of the Closing, no default shall have occurred or be existing under the Legal Documents, or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which default would result in any material adverse change to the respective dates as financial condition of which information is given the City or adversely impact its ability to make payment of principal or redemption price of and interest on the Bonds when due; (d) In recognition of the desire of the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the Registration absolute discretion of the Underwriter by notification, in writing, to the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Agreement: (i) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or (ii) a general banking moratorium shall have been declared by federal, State or New York authorities; or (iii) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (iv) any event shall occur which makes untrue any statement or results in an omission to state a material fact necessary to make the statements in the Preliminary Official Statement and the ProspectusOfficial Statement, there in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or (v) any legislation, ordinance, rule or regulation shall not be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Bonds; or (vi) the marketability of the Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States of America or by any legislation in or by the Congress of the United States of America or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States of America, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States of America, the Treasury Department of the United States of America, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States of America, or the favorable reporting for passage of legislation to either House of the Congress of the United States of America by a Committee of such House to which such legislation has been referred for consideration; or (vii) an order, decree or injunction shall have been issued by any changecourt of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any development involving a prospective change, in or affecting the business or properties other governmental agency having jurisdiction of the Depositor or any of its affiliates subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or (viii) legislation shall be introduced, by amendment or otherwise, or be enacted by the House of Representatives or the Senate of the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, as contemplated hereby or by the Preliminary Official Statement and the Official Statement; or (ix) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, which, in any casethe Underwriter’s reasonable opinion, is, in your judgment, so material and adverse as to make it impracticable materially adversely affects the marketability or inadvisable to proceed with market price of the Offering Bonds or the delivery ability of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required Underwriter to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to enforce contracts for the sale of the Certificates Bonds; or (x) A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or (xi) the New York Stock Exchange, or other national securities exchange or association or any governmental authority, shall impose as to the Bonds, or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by or the charge to the net capital requirements of broker dealers; or (xii) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the City; or (xiii) trading in securities on the New York Stock Exchange or the American Stock Exchange shall have been duly taken suspended or made; and prior to limited or minimum prices have been established on either such exchange which, in the applicable Closing DateUnderwriter’s reasonable opinion, no stop order suspending materially adversely affects the effectiveness marketability or market price of the Registration Statement Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (xiv) any rating of the Bonds or the rating of any general fund obligations of the City shall have been issued downgraded, suspended or withdrawn or placed on negative outlook or negative watch by a national rating service, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (xv) the marketability of the Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially and no proceedings for that purpose adversely affected by disruptive events, occurrences or conditions in the securities or debt markets; or (xvi) any action shall have been institutedtaken by any government in respect of its monetary affairs which, in the reasonable opinion of the Underwriter, has a material adverse effect on the United States securities market, rendering the marketing and sale of the Bonds, or to the knowledge enforcement of the Depositor or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law.sale contracts with respect thereto impracticable; or (dxvii) Unless otherwise specified the commencement of any action, suit or proceeding described in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms AgreementSection 6(m). (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; that no stop order suspending Closing, the effectiveness of Underwriter shall receive or have received the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatfollowing documents, subsequent in each case to the respective dates as of which information is given in the Prospectusreasonable satisfaction, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to yousubstance, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder Underwriter and Xxxxx Xxxx LLP, Irvine, California (“Underwriter’s Counsel”): (i) a copy of the default judgment, dated , 20 , entered in favor of the City in connection with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice City of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.Chula Vista v.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, The Underwriter shall have received from Deloitte & Touche LLP and/or any other firm of certified (i) a letter, dated the date hereof, confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that no stop order suspending . (e) The Underwriter shall have received an opinion of counsel for the effectiveness Company, which may be an opinion of in-house counsel to the Company, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received a certificate of an executive officer of BANA, dated as of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; Closing Date, to the effect that, subsequent to the respective dates as xxxx of which information is given such officer's knowledge, (i) the representations and warranties contained in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto Mortgage Loan Purchase Agreement are true and correct with the same force and effect as though made on and as of the Closing Date and (ii) such officer has reviewed the Final Prospectus as amended or supplemented to the Closing Date and nothing has come to such officer's attention that would lead such officer to believe that the Final Prospectus as amended or supplemented, insofar as it relates to BANA or the Mortgage Loans originated or acquired by BANA, contains any untrue statement of a material fact or omits 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. (g) The Underwriter shall have received an opinion of counsel for BANA, which may be an opinion of in-house counsel to BANA, dated the Closing Date, in form and substance satisfactorx xx the Underwriter and counsel for the Underwriter. (h) The Underwriter shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to the Compaxx, xxxxx opinion xxx relx xx, and assume the accuracy of, the opinions described in paragraphs (e) and (g) above, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (i) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (j) The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, special counsel for the Underwriter, a letter or letters from lxxxxx xxxxd the one or more nationally recognized statistical rating agencies specified Xlosing Date with respect to the Final Prospectus, substantially to the effect that nothing has come to such counsel's attention in the applicable Terms course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (k) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (l) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (m) At the Closing Date, the Certificates and the Pooling Agreement confirming thatwill conform in all material respects to the descriptions thereof contained in the Final Prospectus. (n) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, unless otherwise specified in said Terms the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (o) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Certificates Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have been rated in one of the four highest grades by each of furnished to such agencies counsel all documents and information that they may reasonably request to enable them to pass upon such rating has not been lowered since the date of such lettermatters. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor Banks herein on the date hereof and as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements of officers of the Banks made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor Banks of its their respective obligations hereunder and to the following additional conditions precedent: (a) At On or prior to the time date hereof the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you Underwriter shall have furnished to you received a letterletter (a "Procedures Letter"), addressed to you, dated the date of this Agreement of each of Price Waterhouse LLP and in form Xxxxxx Xxxxxxxx verifying the accuracy of such financial and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth statistical data contained in the Prospectus Supplement as you may the Underwriter shall deem reasonably requestadvisable. In addition, compared the results of their calculations if any amendment or supplement to the corresponding items in Prospectus made after the Prospectus Supplementdate hereof contains financial or statistical data, the Underwriter shall have received a letter dated the Closing Date confirming each Procedures Letter and found each providing additional comfort on such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information.new data; (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the The Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or madefiled in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been institutedinstituted or threatened; (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or to any development involving a prospective change, in or affecting particularly the knowledge business or properties of any of the Depositor Banks, The Chase Manhattan Corporation, CITSF or youThe CIT Group Holdings, shall be contemplated Inc. which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Certificates or makes it impractical to market the Certificates; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of any of the Banks or The Chase Manhattan Corporation, on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission Commission; (iii) any banking moratorium declared by Federal or by New York authorities; or (iv) any authority administering outbreak or material escalation of major hostilities or any state securities other substantial national or Blue Sky law.international calamity or emergency if, in the reasonable judgment of the Underwriter, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Certificates; (d) Unless The Underwriter shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Underwriter, of Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to the Banks, Xxxxxxxx, Xxxxxx & Finger, special counsel to the Trust, and such other counsel otherwise specified in any applicable Terms Agreement reasonably acceptable to the Underwriter, with respect to such matters as are customary for a Series, the Certificates shall be rated in one type of the four highest grades transaction contemplated by one or more nationally recognized statistical rating agencies specified in said Terms this Agreement.; (e) You The Underwriter shall have received an opinion or opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to the opinion of counsel for the DepositorBanks, dated the applicable Closing Date, substantially Date and satisfactory in form and substance to the effect set forth Underwriter, with respect to certain matters relating to the transfers from each Bank to the Trust of its Receivables, with respect to the perfection of the Trust's interest in Exhibit B attached hereto.the Receivables transferred by Chase and with respect to the grant of a security interest in the Receivables to the Indenture Trustee, and an opinion of Xxxxxxxx, Xxxxxx & Finger, Special Counsel to the Trust, with respect to the perfection of the Trust's interest in the Receivables transferred by Chase USA and the Indenture Trustee's interests in the Receivables; (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You The Underwriter shall have received from counsel for the Depositor a letterXxxxxxx Xxxx & Xxxxx, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the DepositorServicer, such opinion or opinions, dated as of the Closing DateDate and satisfactory in form and substance to the Underwriter, with respect to corporate and securities law matters. (g) The Underwriter shall have received from Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Underwriter, such opinion or opinions, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to the validity of the Certificates, the Registration Statement, the Prospectus (including certain matters relating to the transfer to the Trust of security interests in California Financed Vehicles) and other related matters as the Underwriters Underwriter may require, and the Depositor Banks shall have furnished to such counsel such documents as they may have requested from it reasonably request for the purpose of enabling them to pass upon such matters.; (h) The Underwriter shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, special U.S. tax counsel to the Banks, dated the Closing Date and reasonably satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction contemplated by this Agreement; (i) You The Underwriter shall have received Officer’s Certificates signed form Xxxxx & Xxxxxxx, P.C., special Oklahoma tax counsel to the Banks, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction covered by this Agreement. (j) The Underwriter shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter with respect to such matters as are customary for the transactions contemplated by this Agreement; In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the principal executive, financial and accounting officers office of the Depositor as you may requestgeneral counsel to the Indenture Trustee. (k) The Underwriter shall have received an opinion of counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Underwriter and its counsel, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction contemplated by this Agreement; (l) The Certificates have been rated at least "A" by Standard & Poor's, A3 by Xxxxx'x or "A+" by Xxxx & Xxxxxx. The Class A-1 Notes shall have been rated "A-1+" by Standard & Poor's, P-1 by Xxxxx'x and "D-1" by Xxxx & Xxxxxx. The Notes other than the Class A-1 Notes shall have been rated "A" by Standard & Poor's, A3 by Xxxxx'x and "A" by Xxxx & Xxxxxx; (m) The Underwriter shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of each Bank in which such officersperson, to the best of their his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Depositor such Bank in this Agreement are true and correct; correct in all material respects on and as of the Closing Date, (ii) that the Depositor such Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; , (iii) the representations and warranties of such Bank, as Seller, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthreatened by the Commission and (v) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, subsequent in light of the circumstances in which they were made, not misleading; (n) On the Closing Date, all of the Notes shall have been issued and sold pursuant to the respective dates as of which information is given in Note Underwriting Agreement; and (o) CITSF, the Prospectus, Banks and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations Underwriter on behalf of the Depositor; that except as otherwise stated Note Underwriters shall have entered into an Indemnification Agreement (the "Indemnification Agreement") satisfactory in form and substance to the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letterparties thereto. The Depositor Each Bank will furnish you the Underwriter, or cause the Underwriter to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as you the Underwriter reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writingrequests.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named hereby enters into this Bond Purchase Agreement in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely reliance upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true Authority and correct; that the Depositor has complied with all agreements City contained herein and satisfied all conditions on its part the representations and warranties to be performed contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the Authority, the City, and the Trustee of their respective obligations both on and as of the date hereof. Accordingly, the Underwriter’s obligations under this Bond Purchase (a) on the Closing Date, the Legal Documents and the City’s Legal Documents shall have been duly authorized, executed and delivered by the Authority and by the City where each is a party, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been reasonably agreed to in writing by the Underwriter or satisfied at accepted by the Underwriter as evidenced by its acceptance of delivery of the Bonds, and shall be in full force and effect; and there shall be in full force and effect such resolutions and ordinances of the Board of Commissioners of the Authority and the City Council as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; (b) on the Closing Date, all necessary action of the Authority and the City relating to the issuance and sale of the Bonds will have been taken and will be in full force and effect and will not have been amended, modified or supplemented; (c) on or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates Underwriter shall have been rated received the following documents, in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects case reasonably satisfactory in form and substance to youthe Underwriter: (i) one copy of each of the Legal Documents and the City’s Legal Documents, each duly executed and delivered by the respective parties thereto; (ii) the approving opinion, dated the date hereof and addressed to the Authority and the City, of Bond Counsel in substantially the form of Appendix [D] to the Official Statement, and a letter of such counsel, dated the Closing Date, and addressed to the Underwriter to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to them; (iii) a supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in substantially the form attached hereto as Appendix A; (iv) a letter of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a Professional Corporation (“Disclosure Counsel”), dated the date of the Closing, addressed to the Authority and the City, with a reliance letter addressed to the Underwriter, substantially in the form attached hereto as Appendix B; (v) an opinion of Xxxxx Xxxx LLP, counsel to the Underwriter, dated the Closing Date, and addressed to the Underwriter, substantially to the effect that: (a) based upon examinations which they have made, which may be specified, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement, nothing has come to their attention which would lead them to believe that the Preliminary Official Statement, as of its date and as of the date of this Agreement Bond Purchase Agreement, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Underwriter’s Counsel will express no belief or opinion as to any permitted omissions allowed pursuant to Rule 15c2-12 of the Securities and Exchange Commission relating to the details of the offering of the Bonds such as offering prices, principal amounts, maturities, interest rates and other pricing information, credit ratings, delivery dates, redemption terms, selling compensation and other terms dependent on such matters, including without limitation, use of proceeds, CUSIP numbers, amounts of reserve funds, and other information not known or reasonably ascertainable on the date of the Preliminary Official Statement, or Appendices [D and E] to the Preliminary Official Statement, or as to any CUSIP numbers, financial, technical, statistical, economic, engineering, demographic or tabular data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion included in the Preliminary Official Statement, or as to the information contained in the Preliminary Official Statement under the captions “TAX MATTERS,” “LITIGATION” or “APPENDIX A—LITIGATION POTENTIALLY ADVERSELY AFFECTING THE GENERAL FUND” or any information in the Preliminary Official Statement about the book-entry system, Cede & Co., or DTC; (b) based upon examinations which they have made, which may be specified, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to their attention which would lead them to believe that the Official Statement, as of its date and as of the date of Closing, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Underwriter’s Counsel will express no belief or opinion as to Appendices [D and E] to the Official Statement or as to any CUSIP numbers, financial, technical, statistical, economic, engineering, demographic or tabular data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion included in the Official Statement or as to the information contained in the Official Statement under the captions “TAX MATTERS,” “LITIGATION” or “APPENDIX A—LITIGATION POTENTIALLY ADVERSELY AFFECTING THE GENERAL FUND” or any information in the Official Statement about the book-entry system, Cede & Co., or DTC; (c) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (d) the Continuing Disclosure Certificate meets the requirements of Section (b)(5)(i) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended; (vi) the opinion of the General Counsel to the Authority dated the Closing Date and addressed to the Underwriter, substantially to the effect that: (A) the Authority is a joint exercise of powers authority duly organized and validly existing under the laws of the State of California; (B) the resolution of the Authority approving and authorizing the execution and delivery by the Authority of the Legal Documents and the Bonds and the preparation and distribution of the Preliminary Official Statement and the Official Statement (the “Authority Resolution”) was duly adopted at a meeting of the Authority that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed; (C) other than as otherwise disclosed in the Official Statement, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to the best knowledge of such counsel after reasonable investigation, threatened against or affecting the Authority, to restrain or enjoin the execution, delivery or sale of the Bonds or the collection or payment of Revenues that are the source of security for the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds or the Legal Documents, or in any way contesting or affecting the existence of the Authority or the title of any official of the Authority to such person’s office, or contesting the power of the Authority or its authority with respect to the related OfferingBonds or the Legal Documents or contesting the exclusion of interest on the Bonds from gross income for federal income tax purposes or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (D) the execution and delivery of the Bonds and the related Terms Agreement and all obligations Legal Documents, the adoption of the Underwriters hereunder Authority Resolution, and compliance by the Authority with the provisions of the Bonds, the Legal Documents and the Authority Resolution, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Authority a breach or default under any agreement or other instrument to which the Authority is a party (and of which such counsel is aware after reasonable investigation) or by which it is bound or by any existing law, regulation, court order or consent decree to which the Authority is subject; (E) the Legal Documents have been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the Authority enforceable in accordance with their respective terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the limitations on legal remedies against public agencies in the State and the application of equitable principles if equitable remedies are sought; and (F) no authorization, approval, consent, or other order of the United States of America, the State, or any other governmental authority or agency within the State having jurisdiction over the Authority is required for the valid authorization, execution, delivery and performance by the Authority of the Legal Documents or for the adoption of the Authority Resolution which has not been obtained; (vii) the opinion of the City Attorney, dated the Closing Date and addressed to the Authority and the Underwriter, substantially in the form attached hereto as Appendix C; (viii) a certificate of a duly authorized official of the Authority, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter, to the effect that (A) the Authority’s representations and warranties contained in the Legal Documents are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; and (B) no event has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained under the headings “THE AUTHORITY” or “LITIGATION” (as it relates to the Authority) in the Official Statement, as then supplemented or amended or is not reflected in such statements or information in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; (ix) a certificate of a duly authorized official of the City, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter, to the effect that (A) the City’s representations and warranties contained in the City’s Legal Documents are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; and (B) no event has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement, as then supplemented or amended or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect; provided, however, the City makes no representation or warranty with respect to the related OfferingExcluded Information; (x) and thereunder may be canceled ata certificate of a duly authorized official of the Trustee, or at any time prior todated the Closing Date, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writingeffect that: (A) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States, or by telephone or telegraph confirmed in writing.having the full power and being qualified to enter into and perform its duties under the Indenture and to authenticate and deliver the Bonds to the Underwriter;

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor Bank herein on the date hereof and as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements of officers of the Bank made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor Bank of its obligations hereunder and to the following additional conditions precedent: (a) At On or prior to the time date hereof, the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you Underwriter shall have furnished to you received a letterletter (a "Procedures Letter"), addressed to you, dated the date of this Agreement of each of Price Waterhouse LLP and in form Xxxxxx Xxxxxxxx LLP verifying the accuracy of such financial and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth statistical data contained in the Prospectus Supplement as you may the Underwriter shall deem reasonably requestadvisable. In addition, compared the results of their calculations if any amendment or supplement to the corresponding items in Prospectus made after the Prospectus Supplementdate hereof contains financial or statistical data, the Underwriter shall have received a letter dated the Closing Date confirming each Procedures Letter and found each providing additional comfort on such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationnew data. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the The Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or madefiled in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been institutedinstituted or threatened. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or to any development involving a prospective change, in or affecting particularly the knowledge business or properties of the Depositor Bank, Chase or youThe Chase Manhattan Corporation which, shall be contemplated in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Certificates or makes it impractical to market the Certificates; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, Chase or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission Commission; (iii) any banking moratorium declared by federal or by New York authorities; or (iv) any authority administering outbreak or material escalation of major hostilities or any state securities other substantial national or Blue Sky lawinternational calamity or emergency if, in the reasonable judgment of the Underwriter, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Certificates. (d) Unless The Underwriter shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Underwriter, of Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to the Bank, Xxxxxxxx, Xxxxxx & Finger, special counsel to the Trust, and such other counsel otherwise specified in any applicable Terms Agreement reasonably acceptable to the Underwriter, with respect to such matters as are customary for a Series, the Certificates shall be rated in one type of the four highest grades transaction contemplated by one or more nationally recognized statistical rating agencies specified in said Terms this Agreement. (e) You The Underwriter shall have received an opinion or opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to the opinion of counsel for the DepositorBank, dated the applicable Closing Date, substantially Date and satisfactory in form and substance to the effect set forth Underwriter, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in Exhibit B attached heretothe Receivables to the Indenture Trustee, and an opinion of Xxxxxxxx, Xxxxxx & Finger, special counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You The Underwriter shall have received from counsel for the Depositor a letterXxxxxx, dated as of the Closing DateXxxx & Xxxxxxxx LLP, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the DepositorUnderwriter, such opinion or opinions, dated as of the Closing DateDate and satisfactory in form and substance to the Underwriter, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters Underwriter may require, and the Depositor Bank shall have furnished to such counsel such documents as they may have requested from it reasonably request for the purpose of enabling them to pass upon such matters. (ig) You The Underwriter shall have received Officer’s Certificates signed by such an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and to the effect (a) that under current law the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (b) that, subject to the qualifications set forth therein, the discussion set forth in the Prospectus Supplement under the caption "Certain Federal Income Tax Consequences" is an accurate summary of the principal executiveUnited States federal income tax matters described therein. (h) The Underwriter shall have received an opinion of Xxxxxx & Whitney LLP, financial counsel to the Indenture Trustee, dated the Closing Date and accounting officers satisfactory in form and substance to the Underwriter with respect to such matters as are customary for the transactions contemplated by this Agreement. In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the Depositor as you may requestoffice of the general counsel to the Indenture Trustee. (i) The Underwriter shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, special counsel to the Owner Trustee, and such other counsel reasonably satisfactory to the Underwriter and its counsel, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction contemplated by this Agreement. (j) The Certificates have been rated "A+" by Standard & Poor's, A2 by Xxxxx'x and "A+" by Fitch. (k) The Underwriter shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such officersperson, to the best of their his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Depositor Bank in this Agreement are true and correct; that correct in all material respects on and as of the Depositor Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that , (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthreatened by the Commission, (v) subsequent to the respective dates as date of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any no material adverse change in the general affairs, business, key personnel, capitalization, financial condition position or results of operations operation of the Depositor; that Bank's automotive finance business except as otherwise stated set forth in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; the Prospectus or as described in such certificate and that attached thereto are true and correct copies (vi) the Prospectus does not contain any untrue statement of a letter material fact or letters from omit to state a material fact required to be stated therein or necessary in order to make the one or more nationally recognized statistical rating agencies specified statements therein, in light of the applicable Terms Agreement confirming thatcircumstances in which they were made, unless otherwise specified in said Terms not misleading. (l) On the Closing Date, all of the Notes shall have been issued and sold pursuant to the Note Underwriting Agreement, the Certificates . (m) The Class A-1 Notes shall have been rated in one of "A-1+" by Standard & Poor's, P-1 by Xxxxx'x and "F-1+" by Fitch, and the four highest grades Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by each of such agencies Standard & Poor's, Aaa by Xxxxx'x and that such rating has not been lowered since the date of such letter"AAA" by Fitch. The Depositor Bank will furnish you the Underwriter, or cause the Underwriter to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as you the Underwriter reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writingrequests.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At The Underwriter shall have received from [________________] a letter, dated the time the applicable Terms Agreement is executeddate hereof, Deloitte & Touche LLP and/or any other firm of certified confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations counsel to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a SeriesOn or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates shall be rated in one of has been given the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreementratings set forth on Schedule I hereto. (e) You The Underwriter shall have received the a favorable opinion of counsel for the Depositor[Cadwalader, Wickersham & Taft LLP] [Hunton & Williams LLP], special txx xouxxxx xxx xhe Xxxxany, adxxxxxxd tx xxx Xxderwriter and dated the applicable Closing Date, substantially Date and reasonably satisfactory in form and substance to the effect set forth in Exhibit B attached heretoUnderwriter and counsel to the Underwriter. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You The Underwriter shall have received from counsel for the Depositor a letterfavorable opinion of [Cadwalader, Wickersham & Taft LLP] [Hunton & Williams LLP], special xxxxxel xxx xxx Xompxxx, addresxxx xx thx Xxxxxxriter and dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling Date and Servicing Agreement reasonably satisfactory in form and substance to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing DateUnderwriter, with respect to the validity of the Certificates, the Registration Statement, the Prospectus ERISA matters and such other related matters as the Underwriters may Underwriter shall require, and the Depositor Company shall have furnished or caused to be furnished to such counsel such documents as they may have requested from it reasonably request for the purpose of enabling them to pass upon such matters. (ig) You The Underwriter shall have received Officer’s Certificates signed copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by such reliance letters addressed to the Underwriter. (h) The Underwriter shall have received an opinion of counsel to the principal executive, financial and accounting officers of the Depositor as you may requestTrustee, dated as of the Closing Date, in form and substance satisfactory to the Underwriter and its counsel. (i) The Underwriter shall have received a certificate dated the Closing Date of the President, any Vice President or the Secretary of the Company in which such officersthe officer shall state that, to the best of their his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Depositor Company with respect to the Mortgage Loans contained in any Basic Document are true and correct, (ii) the representations and warranties of the Company in this Agreement are true and correct; that , (iii) the Depositor Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that , (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and issued, (v) no proceedings for that purpose have been instituted or are contemplated; thatcontemplated by the Commission, subsequent and (vi) there has been no amendment or other document filed affecting the Certificate of Incorporation or bylaws of the Company, and no such amendment has been authorized. (j) At the Closing Date, the Certificates and the Pooling Agreement will conform in all material respects to the respective dates as of which information is given descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, in the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) The Underwriter shall have received from [Cadwalader, Wickersham & Taft LLP] [Hunton & Williams LLP], spexxxx xxxxxel xxx xxx Xnderwritex, a xxxxxx daxxx xxx Closing Date with respect to the Final Prospectus, in form and substance satisfactory to the Underwriter. (m) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (n) The Underwriter shall have received a certificate (upon which [Cadwalader, Wickersham & Taft LLP] [Hunton & Williams LLP] shall be entitlex xx xxxx in xxxxering ixx xxxnioxx xxx xetters under the Basic Documents) dated the Closing Date of an officer of the Trustee in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) the Trustee is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement, (ii) the information in the Prospectus Supplement related to the Trustee (the "Trustee Disclosure") includes (a) the Trustee's correct name and form of organization and (b) a discussion of the Trustee's experience serving as trustee for asset-backed securities transactions involving mortgage loans; and (iii) the Trustee Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (o) The Underwriter shall have received a certificate (upon which [Cadwalader, Wickersham & Taft LLP] [Hunton & Williams LLP] shall be entitlex xx xxxx in xxxxering ixx xxxnioxx xxx xetters under the Basic Documents) dated the Closing Date of an officer of [_________________] (the "Originator") in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) except as disclosed, the Originator is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Originator (the "Originator Disclosure") includes the Originator's correct name, form of organization and length of time originating mortgage loans; (iii) the description of the Originator's origination program includes (a) experience in originating mortgage loans, (b) size and composition of the Originator's origination portfolio, and (c) the Originator's credit-granting or underwriting criteria for the mortgage loans; (iv) except as set forth or contemplated in the ProspectusOriginator Disclosure, there has not been any no additional information regarding the Originator's origination program could have a material adverse change affect in the general affairs, business, key personnel, capitalization, financial condition or results of operations performance of the Depositorpool assets or the Offered Certificates; and (v) the Originator Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Originator Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (p) The Underwriter shall have received a certificate (upon which [Cadwalader, Wickersham & Taft LLP] [Hunton & Williams LLP] shall be entitlex xx xxxx in xxxxering ixx xxxnioxx xxx xetters under the Basic Documents) dated the Closing Date of an officer of the Servicer in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) except as otherwise stated disclosed in the ProspectusProspectus Supplement, the Servicer is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Servicer (the "Servicer Disclosure") includes (a) the Servicer's correct name and form of organization, (b) the correct length of time that the Servicer has been servicing mortgage loans; and (c) a discussion of the Servicer's experience in servicing mortgage loans; (iii) except as set forth in the Servicer Disclosure, (a) there are no other servicers responsible for calculating or making distributions to the holders of the Offered Certificates, performing work-outs or foreclosures, or any other material actionsaspect of servicing the mortgage loans, suits or proceedings pending before any court or governmental agency(b) there have been no material changes to the Servicer's servicing policies and procedures during the last three years, authority or body or, to their knowledge, threatened, affecting (c) no additional information regarding the Depositor Servicer's financial condition could have a material affect on performance of the Mortgage Loans or the transactions contemplated Offered Certificates, (d) no commingling of funds on deposit in collection accounts will be permitted by this Agreementthe Servicer, (e) no additional information with respect to any special or unique factors involved in servicing the mortgage loans could have a material affect on performance of the Offered Certificates, and (f) no additional information with respect to the Servicer's process for handling delinquencies, losses, bankruptcies and recoveries could have a material affect on performance of the Offered Certificates; (iv) for each other servicer identified in the Prospectus Supplement as responsible for calculating or making distributions to the holders of the Offered Certificates, performing work-outs or foreclosures, or any other material aspect of servicing the mortgage loans, the certifications in clauses (ii) and (iii) above are made with respect to such servicer; and that attached thereto are (v) the Servicer Disclosure is true and correct copies in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Servicer Disclosure contains any untrue statement of material fact or omits to state a letter or letters from material fact necessary to make the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has statements therein not been lowered since the date of such lettermisleading. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations of each Underwriter named has entered into this Purchase Agreement in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of reliance upon the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent:the (a) At The representations, warranties and covenants of the District contained herein shall be true and correct at the date hereof and at the time of the applicable Terms Agreement is executedClosing, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using as if made on the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationClosing Date. (b) At the Closing Datetime of Closing, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you the District Documents shall have furnished to you a letter, addressed to yoube in full force and effect as valid and binding agreements between or among the various parties thereto, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement District Documents and the characteristics of Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the TrusteeUnderwriter. (c) Subsequent to At the respective dates as time of which information is given in the Registration Statement and Closing, no material default shall have occurred or be existing under the Prospectus, there shall not have been any changeDistrict Documents, or any development involving a prospective change, in other agreement or affecting the business or properties document pursuant to which any of the Depositor District’s financial obligations were executed and delivered, and the District shall not be in default in the payment of principal or interest with respect to any of its affiliates financial obligations, which default would materially adversely impact the ability of the District to pay the scheduled payments on the Bonds from Net Revenues. (d) In recognition of the desire of the District and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the District prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Agreement: (i) any event shall occur which makes untrue any material statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or (ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the District, or the interest on or with respect to bonds or notes (including the Bonds); or (iii) any legislation, ordinance, rule or regulation shall be enacted by any governmental body, department or authority of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Bonds; or (iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental authority having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or (v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Bonds; or (vii) a general banking moratorium shall have been declared by federal, State or New York authorities, or the general suspension of trading on any national securities exchange; or (viii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which, in any case, is, in your judgment, so material and which on financial markets is materially adverse such as to make it impracticable it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the Offering purchase or the delivery of the Certificates Bonds as contemplated by the Registration Official Statement and (exclusive of any amendment or supplement thereto); or (ix) any rating of the Prospectus. All actions required to be taken and all filings required to be made Bonds or the rating of any obligations of the District secured by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates District’s Net Revenues shall have been duly taken downgraded or made; and prior to withdrawn by a national rating service, which, in the applicable Closing Date, no stop order suspending the effectiveness opinion of the Registration Statement shall have been issued and no proceedings for that purpose shall have been institutedUnderwriter, or to materially adversely affects the knowledge market price of the Depositor or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law.Bonds; or (dx) Unless otherwise specified the commencement of any action, suit or proceeding described in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one Section 6(g) or more nationally recognized statistical rating agencies specified in said Terms AgreementSection 7(h). (e) You at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter: (i) Resolution No. _____ relating to the Bonds and authorizing the execution and delivery of the Bonds and the District Documents and the Official Statement adopted by the District and certified by an authorized official of the District; (ii) The District Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have received been agreed to in writing by the Underwriter; (iii) The approving opinion of counsel for the Depositor, Bond Counsel dated the applicable Closing DateDate and addressed to the District, in substantially the form attached as Appendix C to the Official Statement, and a reliance letter thereon addressed to the Underwriter; (iv) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect set forth in Exhibit B attached hereto.that: (fA) Each opinion also shall relate to such other matters as the statements on the cover of the Official Statement and in the Official Statement under the captions “INTRODUCTION,” “THE BONDS,” “REFINANCING PLAN,” “SECURITY FOR THE BONDS; PARITY DEBT,” and “TAX MATTERS,” and in Appendix B—“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” and Appendix C—“FORM OF BOND COUNSEL OPINION,” excluding any material that may be specified in the related Terms Agreement or treated as to which you reasonably may request. In rendering included under such captions and appendices by any cross-reference, insofar as such opinion, counsel for the Depositor may rely on certificates of responsible officers statements expressly summarize provisions of the DepositorDistrict Documents and Bond Counsel’s final opinion concerning certain federal tax matters relating to the Bonds, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, are accurate in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated all material respects as of the Closing Date, stating provided that you may rely Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book-entry system in which the Bonds are initially delivered; (B) The Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the District, as applicable, and are the valid, legal and binding agreements of the District, as applicable, enforceable in accordance with their respective terms, except that the rights and obligations under the Purchase Agreement and the Continuing Disclosure Certificate are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein; (C) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (v) A defeasance opinion of Bond Counsel dated the Closing Date and addressed to the Trustee in form and substance acceptable to the Underwriter; (vi) The Official Statement, executed on behalf of the District, and the Preliminary Official Statement; (vii) Evidence that the ratings on the opinions delivered Bonds are as described in the Official Statement; (viii) A certificate, dated the Closing Date, signed by such firm under a duly authorized officer of the Pooling District satisfactory in form and Servicing Agreement and substance to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel Underwriter to the Depositoreffect that: (i) the representations, such opinion or opinions, dated warranties and covenants of the District contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date, Date with respect to the validity of same effect as if made on the Certificates, Closing Date by the Registration Statement, the Prospectus and other related matters as the Underwriters may requireDistrict, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such District has complied with, in all material respects, all of the principal executive, financial terms and accounting officers conditions of the Depositor as you may request, dated as of the Closing Date, in which such officers, this Purchase Agreement required to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has be complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the District at or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent (ii) to the respective dates as best of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their such officer’s knowledge, threatened, no event affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating District has not been lowered occurred since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and documents as you reasonably request. If information therein not misleading in any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writing.respect; and

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor Bank herein on the date hereof and as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements of officers of the Bank made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor Bank of its obligations hereunder and to the following additional conditions precedent: (a) At On or prior to the time date hereof the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you Underwriter shall have furnished to you received a letterletter (a "Procedures Letter"), addressed to you, dated the date of this Agreement of each of Price Waterhouse LLP and in form Xxxxxx Xxxxxxxx verifying the accuracy of such financial and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth statistical data contained in the Prospectus Supplement as you may the Underwriter shall deem reasonably requestadvisable. In addition, compared the results of their calculations if any amendment or supplement to the corresponding items in Prospectus made after the Prospectus Supplementdate hereof contains financial or statistical data, the Underwriter shall have received a letter dated the Closing Date confirming the Procedures Letter and found each providing additional comfort on such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information.new data; (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the The Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or madefiled in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to the applicable Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been institutedinstituted or threatened; (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or to any development involving a prospective change, in or affecting particularly the knowledge business or properties of the Depositor Bank, The Chase Manhattan Bank or youThe Chase Manhattan Corporation which, shall be contemplated in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates or makes it impractical to market the Offered Certificates; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank, The Chase Manhattan Bank or The Chase Manhattan Corporation on any exchange or in the over-the-counter market by such exchange or over-the-counter market or by the Commission Commission; (iii) any banking moratorium declared by Federal or by New York authorities; or (iv) any authority administering outbreak or material escalation of major hostilities or any state securities other substantial national or Blue Sky law.international calamity or emergency if, in the reasonable judgment of the Underwriter, the effect of any such outbreak, escalation, calamity or emergency on the United States financial markets makes it impracticable or inadvisable to proceed with completion of the sale of and any payment for the Offered Certificates; (d) Unless The Underwriter shall have received opinions, dated the Closing Date and reasonably satisfactory, when taken together, in form and substance to the Underwriter, of Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to the Bank and the General Partner, Xxxxxxxx, Xxxxxx & Finger, special counsel to the Trust, and such other counsel otherwise specified in any applicable Terms Agreement reasonably acceptable to the Underwriter, with respect to such matters as are customary for a Series, the Certificates shall be rated in one type of the four highest grades transaction contemplated by one or more nationally recognized statistical rating agencies specified in said Terms this Agreement.; (e) You The Underwriter shall have received an opinion or opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to the opinion of counsel for the DepositorBank, dated the applicable Closing Date, substantially Date and satisfactory in form and substance to the effect set forth Underwriter, with respect to certain matters relating to the transfers of the Receivables from the Bank to the Trust and with respect to a grant of a security interest in Exhibit B attached hereto.the Receivables to the Indenture Trustee, and an opinion of Xxxxxxxx, Xxxxxx & Finger, Special Counsel to the Trust, with respect to the perfection of the Trust's and the Indenture Trustee's interests in the Receivables; (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You The Underwriter shall have received from counsel for the Depositor a letterXxxxxx, dated as of the Closing DateXxxxxxxxxx & Xxxxxxxxx LLP, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the DepositorUnderwriter, such opinion or opinions, dated as of the Closing DateDate and satisfactory in form and substance to the Underwriter, with respect to the validity of the Offered Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters Underwriter may require, and the Depositor Bank shall have furnished to such counsel such documents as they may have requested from it reasonably request for the purpose of enabling them to pass upon such matters; (g) The Underwriter shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, special tax counsel to the Bank, dated the Closing Date and reasonably satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction contemplated by this Agreement; (h) The Underwriter shall have received an opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter with respect to such matters as are customary for the transactions contemplated by this Agreement; In rendering such opinions, counsel to the Indenture Trustee may rely on the opinion of the office of the general counsel to the Indenture Trustee. (i) You The Underwriter shall have received Officer’s Certificates signed by an opinion of counsel to the Owner Trustee, and such of other counsel reasonably satisfactory to the principal executive, financial Underwriter and accounting officers of the Depositor as you may requestits counsel, dated the Closing Date and satisfactory in form and substance to the Underwriter, with respect to such matters as are customary for the type of transaction contemplated by this Agreement; (j) The Certificates have been rated "A+" by Standard & Poor's, A2 by Moody's and "A+" by Fitch; (k) The Underwriter shall have received a certificate, dated the Closing Date, of an attorney-in-fact, a Vice President or more senior officer of the Bank in which such officersperson, to the best of their his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Depositor Bank in this Agreement are true and correct; correct in all material respects on and as of the Closing Date, (ii) that the Depositor Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; , (iii) the representations and warranties of the Bank, as Seller and Servicer, in the Sale and Servicing Agreement and, as Depositor, in the Trust Agreement, are true and correct as of the dates specified in the Sale and Servicing Agreement and the Trust Agreement, (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; threatened by the Commission, (v) that, subsequent to the respective dates as date of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any no material adverse change in the general affairs, business, key personnel, capitalization, financial condition position or results of operations operation of the Depositor; that Bank's automotive finance business except as otherwise stated set forth in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this the Prospectus or as described in such certificate and (vi) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; (l) On the Closing Date, $966,000,000 aggregate amount of Notes shall have been issued and sold pursuant to the Note Underwriting Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates and (m) The Class A-1 Notes shall have been rated in one of "A-1+" by Standard & Poor's, "P-1" by Moody's and "F-1+" by Fitch, and the four highest grades Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA" by each of such agencies Standard & Poor's, Aaa by Moody's and that such rating has not been lowered since the date of such letter"AAA" by Fitch. The Depositor Bank will furnish you the Underwriter, or cause the Underwriter to be furnished, with such number of conformed copies of such opinions, certificates, letters and documents as you the Underwriter reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (with respect to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writingrequests.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Certificates Notes will be subject to the accuracy of the representations and warranties on the part of the Depositor Seller, E*TRADE Bank and E*TRADE Consumer Finance herein as of the date hereofhereof and the Closing Date, to the date accuracy of the applicable Terms Agreement representations and warranties of the applicable Issuer, Seller, E*TRADE Bank and E*TRADE Consumer Finance contained in each Basic Document to which it is a party as of the Closing Date, to the accuracy of the statements of the Issuer, the Seller, E*TRADE Bank and E*TRADE 9 Underwriting Agreement Consumer Finance made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereofhereof and thereof (as applicable), to the performance by the Depositor Seller, E*TRADE Bank and E*TRADE Consumer Finance in all material respects of its their respective obligations hereunder and to the following additional conditions precedent: (a) At the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you The Underwriter shall have furnished to you a letterreceived, addressed to you, and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicerseach of the Seller, such letter or letters shall also relate to such information. (b) At E*TRADE Bank and E*TRADE Consumer Finance, a certificate, dated the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion an authorized officer of each of the information set forth on the Mortgage Loan Schedule attached to the Pooling Seller, E*TRADE Bank and Servicing Agreement and the characteristics of the mortgage loansE*TRADE Consumer Finance, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor under the Act and the Exchange Act prior to the sale of the Certificates shall have been duly taken or made; and prior to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Dateapplicable, in which such officersofficer, to the best of their his or her knowledge after reasonable investigation, shall state that that: (i) the representations and warranties of the Depositor Seller, E*TRADE Bank or E*TRADE Consumer Finance, as applicable, in this Underwriting Agreement are true and correct; that correct in all material respects on and as of the Depositor Closing Date, (ii) the Seller, E*TRADE Bank or E*TRADE Consumer Finance, as applicable, has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to before the Closing Date; that , (iii) the Registration Statement has been declared effective, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to threatened by the respective dates as of which information is given in the ProspectusCommission, and except as set forth or contemplated in (iv) since the date of the Prospectus, there has not been any no material adverse change in the general affairscondition (financial or otherwise) of the Seller’s, E*TRADE Bank’s or E*TRADE Consumer Finance’s, as applicable, new or used recreational vehicle or marine finance or business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated described in the ProspectusProspectus (references to the Prospectus in this clause include any supplements thereto). (b) The Underwriter shall have received an opinion of Mayer, there are no material actionsBrown, suits Rxxx & Maw LLP, as transaction counsel, in form and substance satisfactory to the Underwriter, with respect to: certain corporate matters, perfection matters, matters related to the creation of a security interest, securities law matters, 1940 Act matters, tax matters and enforceability matters. (c) The Underwriter shall have received an opinion or proceedings pending before any court or governmental agencyopinions of Mayer, authority or body orBrown, Rxxx & Maw LLP, as transaction counsel, dated the Closing Date, in form and substance satisfactory to their knowledgethe Underwriter with respect to certain insolvency and bankruptcy matters. (d) The Underwriter shall have received from Mayer, threatenedBrown, affecting Rxxx & Maw LLP, as transaction counsel, a favorable opinion dated the Depositor or Closing Date, with respect to such matters as the transactions contemplated by this AgreementUnderwriter may reasonably require; and that attached thereto are true the Seller, E*TRADE Bank and correct copies E*TRADE Consumer Finance shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass on all such matters. (e) The Underwriter shall have received an opinion from appropriate in-house counsel to E*TRADE Bank, E*TRADE Consumer Finance and the Seller, dated the Closing Date, in form and substance satisfactory to the Underwriter, with respect to certain corporate matters relating to E*TRADE Bank, E*TRADE Consumer Finance and the Seller. (f) At the Closing Date, Deloitte & Touche, LLP, shall have furnished to the Underwriter a letter or letters letters, dated as of the Closing Date, in form and substance satisfactory to the Underwriter, confirming that they are certified independent public accountants and stating in effect that they have performed certain specified procedures as a result of which they determined 10 Underwriting Agreement that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the one general accounting records of the Issuer, E*TRADE Consumer Finance, E*TRADE Bank and the Seller) set forth in the Prospectus Supplement and the related preliminary Prospectus Supplement, agrees with the accounting records of the Issuer, E*TRADE Consumer Finance, E*TRADE Bank and the Seller, excluding any questions of legal interpretation. (g) The Underwriter shall have received evidence satisfactory to the Underwriter that, on or more before the Closing Date, UCC- 1 financing statements have been filed (or have been sent for filing on the Closing Date) with the appropriate UCC filing offices in the State of Delaware, District of Columbia, the State of Virginia, the State of Nevada, and the State of New York, as applicable, reflecting the transfer of certain of the Receivables and other related property from E*TRADE Consumer Finance to E*TRADE Bank, the transfer of Receivables and other related property from E*TRADE Bank to the Seller, the transfer of Receivables and other related property from the Seller to the Issuer and the pledge of the Receivables and other related property by the Issuer in favor of the Indenture Trustee. (h) The Underwriter shall have received evidence satisfactory to it that on or before the Closing Date, all applicable UCC termination statements and related contractual releases or releases terminating liens of creditors of the Seller, the Issuer, E*TRADE Bank, E*TRADE Consumer Finance or any other person on the Receivables have been filed in the appropriate filing offices. (i) The Underwriter shall have received an opinion of Sxxxxx & Kxxxxx LLP, counsel to the Indenture Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter. (j) The Underwriter shall have received an opinion of Dxxxxx & Whitney LLP, counsel to the Owner Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter. (k) The Underwriter shall have received an opinion of Mayer, Brown, Rxxx & Maw LLP, as transaction counsel, dated the Closing Date, with respect to certificate of title matters in the state of California, in form and substance satisfactory to the Underwriter. (l) The Class A Notes shall be rated at the time of issuance in the highest rating category by each of S&P and Mxxxx’x. The Class B Notes shall be rated at the time of issuance at least “AA” by S&P and “Aa2” by Mxxxx’x. The Class C Notes will be rated at the time of issuance at least “A” by S&P and “A2” by Mxxxx’x. The Class D Notes will be rated at the time of issuance at least “BBB” by S&P and “Baa3” by Mxxxx’x. The Notes shall not have been placed on any credit watch with a negative implication for downgrade. (m) On or prior to the Closing Date, there shall have been no downgrading, nor has any notice been given of (i) any intended or possible downgrading or (ii) any review or possible changes in rating the direction of which has not been indicated, in the rating accorded and originally requested by and paid for by or on behalf of the Seller relating to any previously 11 Underwriting Agreement issued asset-backed securities of any Trust by any “nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one organization” (as such terms is defined for purposes of the four highest grades Exchange Act). (n) All documents incident to the Basic Documents and this Underwriting Agreement shall be reasonably satisfactory in form and substance to the Underwriter; and all actions taken by each the Seller to authorize the offering and sale of the Notes shall be reasonably satisfactory in form and substance to the Underwriter. (o) The Underwriter shall have received such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinionsinformation, certificates, opinions, letters and documents as you the Underwriter may reasonably request. (p) On the Closing Date, the Underwriter shall have received a fully executed copy of each of the Basic Documents. (q) The Issuer shall have delivered to DTC (or an approved custodian therefor) each of the global Notes described in Section 3 above, duly executed by the Issuer and authenticated by the Indenture Trustee. (r) The Indenture Trustee and the Issuer shall have executed and delivered to DTC a standard “letter of representations” sufficient to cause DTC to qualify each Class of Notes for inclusion in DTC’s book-entry registration and transfer system. (s) The Trust Accounts shall have been established in accordance with the terms of the Transfer and Servicing Agreement. (t) The Prospectus shall have been filed as required by Section 2(a) hereof, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Seller, E*TRADE Bank, E*TRADE Consumer Finance or the Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Prospectus or the Registration Statement or otherwise) shall have been complied with to the satisfaction of the Underwriter. (u) The Indenture shall have been qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). (v) All actions required to be taken and all filings required to be made by the Issuer, the Seller, E*TRADE Bank and E*TRADE Consumer Finance under the Securities Act before the Closing Date for the issuance of the Notes shall have been duly taken or made. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Underwriting Agreement, or if any of the opinions and or certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to youthe Underwriter, this Agreement (with respect to the related Offering) and the related Terms Underwriting Agreement and all its obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or at any time prior tobefore, the related Closing Date by the UnderwritersUnderwriter. Notice of such cancellation shall be given to the Depositor Issuer, the Seller, E*TRADE Bank, and E*TRADE Consumer Finance in writing, writing or by telephone or telegraph facsimile confirmed in writing.

Conditions to the Obligations of the Underwriter. The several Underwriter hereby enters into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein and the representations and warranties of the Authority and the City to be contained in the documents and instruments to be delivered on or prior to the Closing Date and upon the performance by the Authority and the City of their obligations both on and as of each Underwriter named in any Terms Agreement the date hereof and as of the Closing Date. Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase purchase, to accept delivery of and to pay for the Certificates will Bonds shall be subject subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Depositor Authority and the City contained herein as of the date hereof, the date hereof and as of the applicable Terms Agreement and the applicable Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and the City made in any officers’ certificates (each an “Officer’s Certificate”) certificate or other document furnished pursuant to the provisions hereof, to the performance by the Depositor Authority and the City of its their obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions precedentconditions: (a) At The Underwriter shall receive, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the applicable Terms Agreement is executedOfficial Statement (including all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you in such quantity as the Underwriter shall have furnished requested pursuant to you a letterSection 3 hereof; (b) The representations and warranties of the Authority and the City contained herein shall be true and correct on the date hereof and on the Closing Date, addressed to youas if made on and at the Closing Date; (c) As of the Closing Date, the Financing Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and in form the Official Statement shall have been duly authorized, executed and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used delivered by the DepositorAuthority, all of which in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and such Financing Documents shall be described in full force and effect and shall not have been amended, modified or supplemented and the Official Statement shall not have been supplemented or amended, except in any such letter case as may have been agreed to by the Underwriter; and there shall be in full force and effect such resolution or resolutions of the Prospectus SupplementBoard of Directors of the Authority and the City Council of the City as, they have recalculated such numbersin the opinion of Bond Counsel, percentages shall be necessary or appropriate in connection with the transactions contemplated hereby; (d) Between the date hereof and weighted average lives the Closing Date, the market price or marketability, at the initial public offering prices set forth in the Prospectus Supplement as you may reasonably requestOfficial Statement, compared the results of their calculations to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such information. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and make any changepayment for the Bonds), by reason of any of the following: (1) an amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon revenues or other income of the general character to be derived by the Authority or upon interest received on obligations of the general character of the Bonds which may have the purpose or effect, directly or indirectly, of affecting the tax status of the Authority, its property or income, its securities (including the Bonds) or the interest thereon, or (with respect to the Bonds) any tax exemption granted or authorized by State of California legislation or materially and adversely affecting the market for the Bonds or the market price generally of obligations of the general character of the Bonds; (2) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any development involving a prospective change, in or affecting the business or properties other governmental agency having jurisdiction of the Depositor subject matter shall have been made or issued to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of its affiliates 1933, as amended, or that the Trust Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; (3) the outbreak or escalation in military hostilities or declaration by the United States of a national or international emergency or war or other calamity or crisis, or escalation thereof, the effect of which, in any case, is, in your judgment, so material and adverse which on the financial markets is such as to make it impracticable or inadvisable to proceed with the Offering offering or the delivery of the Certificates Bonds as contemplated hereby or by the Registration Statement and Official Statement; (4) the Prospectus. All actions required to be taken and all filings required to be made declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred; (5) the imposition by the Depositor under the Act and the New York Stock Exchange Act prior or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (6) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Certificates Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (7) the withdrawal or downgrading of any rating of the Bonds or any other outstanding debt of the City’s Water System by S&P Global Ratings or Fitch, Inc. or ratings on the Bonds shall have been duly taken placed on credit watch with a “Negative Outlook” by S&P Global Ratings Services or madeFitch, Inc.; or (8) an event shall occur or be discovered which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and prior requires an amendment of or supplement to the applicable Closing Date, 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 or you, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms AgreementOfficial Statement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at At or prior to the Closing Date; that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; that, subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, affecting the Depositor or the transactions contemplated by this Agreement; and that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates Underwriter shall have been rated received the following documents, in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably case satisfactory in form and substance to youthe Underwriter: (1) The Official Statement and each supplement or amendment, this Agreement if any, thereto, executed by the Authority and approved by the City. (with respect 2) Copies of each of the Financing Documents, each duly executed and delivered by the respective parties thereto. (3) The unqualified approving opinion of Bond Counsel, dated the Closing Date and addressed to the related OfferingAuthority, in substantially the form attached to the Official Statement as Appendix F thereto. (4) The supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter in substantially the form attached hereto as Exhibit A. (5) The opinion of Xxxxxx Xxxx Xxxxxxxxx US LLP as disclosure counsel dated the Closing Date and addressed to the City, the Authority and the related Terms Underwriter in substantially the form attached hereto as Exhibit B. (6) The opinion of the City Attorney of the City, as counsel for the Authority, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit C. (7) The opinion of the City Attorney of the City, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit D. (8) The opinion of counsel to the Trustee, dated the Closing Date and addressed to the Authority, the City and the Underwriter, to the effect that (i) the Trustee has duly authorized, executed and delivered the Trust Indenture and the Continuing Disclosure Agreement and all duly authenticated and delivered the Bonds on the Closing Date; and (ii) the Trust Indenture and the Continuing Disclosure Agreement constitute the legally valid and binding obligations of the Underwriters hereunder (Trustee, enforceable against the Trustee in accordance with respect their terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the related Offering) and thereunder extent that the enforceability thereof may be canceled atlimited by the application of general principles of equity. (9) The opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, or at any time prior toLLP (“Underwriter’s Counsel”), dated the related Closing Date by the Underwriters. Notice of such cancellation shall be given and addressed to the Depositor in writingUnderwriter, or by telephone or telegraph confirmed in writing.to the effect that (i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended,

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, The Underwriter shall have received from Deloitte & Touche LLP and/or any other firm of certified (i) a letter, dated the date hereof, confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company, any Servicer or the Master Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the ratings of the securities of any Servicer or the Master Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its ratings of any securities of any Servicer or Blue Sky lawthe Master Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; . (e) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Master Servicer and the Securities Administrator, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received an opinion of Hunton & Williams LLP, special counsel to the Company and Bank of America, Natxxxxx Association, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Hunton & Williams LLP, special counsel to the Underwriter, a letter addrxxxxx xx the Underwriter dated the Closing Date with respect to the Final Prospectus, substantially to the effect that no stop order suspending facts have come to such counsel's attention in the effectiveness course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (j) At the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthe Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, subsequent in the opinion of counsel to the respective dates as Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) All corporate proceedings and other legal matters relating to the authorization, form and validity of which information is given in this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (m) The Underwriter shall have received a certificate (upon which Hunton & Williams LLP shall be entitled to rely in rendering its opinions xxx xxtters under the Basic Documents) dated the Closing Date of an officer of the Custodian in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) the Custodian is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Custodian (the "Custodian Disclosure") includes (a) the Custodian's correct name and form of organization and (b) a discussion of the Custodian's procedures for safekeeping and preservation of the mortgage loans; and (iii) the Custodian Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Custodian Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (n) The Underwriter shall have received a certificate (upon which Hunton & Williams LLP shall be entitled to rely in rendering its opinions xxx xxtters under the Basic Documents) dated the Closing Date of an officer of the Trustee in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) the Trustee is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement (ii) the information in the Prospectus Supplement related to the Trustee (the "Trustee Disclosure") includes (a) the Trustee's correct name and form of organization and (b) a discussion of the Trustee's experience serving as trustee for asset-backed securities transactions involving mortgage loans; and (iii) the Trustee Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. (o) The Underwriter shall have received a certificate (upon which Hunton & Williams LLP shall be entitled to rely in rendering its opinions xxx xxtters under the Basic Documents) dated the Closing Date of an officer of American Home Mortgage Corp. and Wells Fargo Bank, N.A. (each a "Significant Originator" and xxxxxher the "Significant Originators") in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) such Significant Originator is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to such Significant Originator (the "Originator Disclosure") includes such Significant Originator's correct name, form of organization and length of time originating mortgage loans; (iii) the description of such Significant Originator's origination program includes (a) experience in originating mortgage loans, (b) size and composition of such Significant Originator's origination portfolio, and (c) such Significant Originator's credit-granting or underwriting criteria for the mortgage loans; (iv) except as set forth or contemplated in the ProspectusOriginator Disclosure, there has not been any no additional information regarding such Significant Originator's origination program could have a material adverse change affect in the general affairs, business, key personnel, capitalization, financial condition or results of operations performance of the Depositorpool assets or the Offered Certificates; and (v) such Originator Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Originator Disclosure contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein not misleading. The requirement to provide a certificate pursuant to the preceding sentence shall be deemed satisfied if such Significant Originator represents and warrants that the Originator Disclosure satisfies the relevant provisions of Regulation AB under the Act. (p) The Underwriter shall have received a certificate (upon which Hunton & Williams LLP shall be entitled to rely in rendering its opinions xxx xxtters under the Basic Documents) dated the Closing Date of an officer of Wells Fargo Bank, N.A. (the "Significant Servicer") and the Mastxx Servicer in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) the Significant Servicer or Master Servicer is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Significant Servicer or Master Servicer (the "Servicer Disclosure") includes (a) the Significant Servicer's or Master Servicer's correct name and form of organization, (b) the correct length of time that the Significant Servicer or Master Servicer has been servicing mortgage loans; and (c) a discussion of the Significant Servicer's or Master Servicer's experience in servicing mortgage loans; (iii) except as otherwise stated set forth in the ProspectusServicer Disclosure, (a) there are no other servicers responsible for calculating or making distributions to the holders of the Offered Certificates, performing work-outs or foreclosures, or any other material actionsaspect of servicing the mortgage loans, suits (b) there have been no material changes to the Significant Servicer's or proceedings pending before Master Servicer's servicing policies and procedures during the last three years, (c) no additional information regarding the Significant Servicer's or Master Servicer's financial condition could have a material affect on performance of the Offered Certificates, (d) no commingling of funds on deposit in collection accounts will be permitted by the Significant Servicer or Master Servicer, (e) no additional information with respect to any court special or governmental agencyunique factors involved in servicing the mortgage loans could have a material affect on performance of the Offered Certificates, authority and (f) no additional information with respect to the Significant Servicer's or body orMaster Servicer's process for handling delinquencies, losses, bankruptcies and recoveries could have a material affect on performance of the Offered Certificates; (iv) for any Significant Servicer or Master Servicer identified in the Prospectus Supplement as responsible for calculating or making distributions to their knowledgethe holders of the Offered Certificates, threatenedperforming work-outs or foreclosures, affecting or any other material aspect of servicing the Depositor mortgage loans, the certifications in clauses (ii) and (iii) above are made with respect to the Significant Servicer or the transactions contemplated by this AgreementMaster Servicer; and that attached thereto are (v) the Servicer Disclosure is true and correct copies in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Servicer Disclosure contains any untrue statement of material fact or omits to state a letter or letters from material fact necessary to make the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has statements therein not been lowered since the date of such lettermisleading. The Depositor requirement to provide a certificate pursuant to the preceding sentence shall be deemed satisfied if the Significant Servicer or Master Servicer represents and warrants that the Servicer Disclosure satisfies the relevant provisions of Regulation AB under the Act. The Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations obligation of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, The Underwriter shall have received from Deloitte & Touche LLP and/or any other firm of certified a letter, dated the date hereof, confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used by the Depositor, all of which shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations counsel to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the rating of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its rating of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or Blue Sky lawany setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a SeriesOn or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates shall be rated in one of has been given the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreementratings set forth on Schedule I hereto. (e) You The Underwriter shall have received the a favorable opinion of Cadwalader, Wickersham & Taft LLP, special tax counsel for the DepositorCompanx, xddxxxxxx xx the Xxxerwriter and dated the applicable Closing Date, substantially Date and reasonably satisfactory in form and substance to the effect set forth in Exhibit B attached heretoUnderwriter and counsel to the Underwriter. (f) Each The Underwriter shall have received a favorable opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinionof Cadwalader, Wickersham & Taft LLP, special counsel for the Depositor may rely on certificates of responsible officers of the DepositorCompany, the Trustee, xxxxxssxx xx xxx Undxxxxiter and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling Date and Servicing Agreement reasonably satisfactory in form and substance to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing DateUnderwriter, with respect to the validity of the Certificates, the Registration Statement, the Prospectus ERISA matters and such other related matters as the Underwriters may Underwriter shall require, and the Depositor Company shall have furnished or caused to be furnished to such counsel such documents as they may have requested from it reasonably request for the purpose of enabling them to pass upon such matters. (ig) You The Underwriter shall have received Officer’s Certificates signed copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by such reliance letters addressed to the Underwriter. (h) The Underwriter shall have received opinion of counsel to the principal executiveTrustee, financial Wells Fargo and accounting officers of the Depositor as you may requestServicer, each dated as of the Closing Date, in fxxx xnd substance satisfactory to the Underwriter and its counsel. (i) The Underwriter shall have received a certificate dated the Closing Date of the President, any Vice President or the Secretary of the Company in which such officersthe officer shall state that, to the best of their his or her knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Depositor Company with respect to the Mortgage Loans contained in any Basic Document are true and correct, (ii) the representations and warranties of the Company in this Agreement are true and correct; that , (iii) the Depositor Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; that , (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and issued, (v) no proceedings for that purpose have been instituted or are contemplated; thatcontemplated by the Commission, subsequent and (vi) there has been no amendment or other document filed affecting the Certificate of Incorporation or bylaws of the Company, and no such amendment has been authorized. (j) At the Closing Date, the Certificates and the Pooling Agreement will conform in all material respects to the respective dates as of which information is given descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, in the opinion of counsel to the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) The Underwriter shall have received from Cadwalader, Wickersham & Taft LLP, special counsel for the Underwriter, a lxxxxx xxxxd the Xlosing Date with respect to the Final Prospectus, in form and substance satisfactory to the Underwriter. (m) All corporate proceedings and other legal matters relating to the authorization, form and validity of this Agreement, the Pooling Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, all other legal matters relating to their knowledge, threatened, affecting the Depositor or this Agreement and the transactions contemplated by this Agreement; hereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that attached thereto are true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of they may reasonably request to enable them to pass upon such agencies and that such rating has not been lowered since the date of such lettermatters. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be hereunder are subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedentconditions: (a) At That the time the applicable Terms Agreement is executed, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you Registration Statement shall have furnished to you a letterbecome effective not later than 5:00 p.m., addressed to youon the date hereof, or at such later date and in form and substance satisfactory to you in all respects, stating in effect that using the assumptions and methodology used by the Depositor, all of which time as shall be described in such letter or the Prospectus Supplement, they have recalculated such numbers, percentages and weighted average lives set forth in the Prospectus Supplement as you may reasonably request, compared the results of their calculations consented to the corresponding items in the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationby you. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating That subsequent to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion effective date of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the ProspectusStatement, there shall not have been occurred any change, or any development involving a prospective change, change in or affecting particularly the condition (financial or otherwise), business, properties, net worth or results of operations of the Company or the Bank not contemplated by the Prospectus (or any amendment or supplement thereto) that, in your reasonable opinion, would materially adversely affect the market for the Shares. (c) That you shall have received on the Closing Date an opinion dated as of the Closing Date, from Xxxxxx Xxxxxxxxx LLP (“Xxxxxx Xxxxxxxxx”), as counsel to the Company, which shall be subject to customary conditions and qualifications as set forth therein, substantially as follows: (i) the Company and the Bank have been duly organized, are validly existing and in good standing under applicable law, and are duly qualified to do business and are in good standing in all jurisdictions that require such qualification or in which the failure to qualify in such jurisdictions could, in the aggregate, have a material adverse effect on the business, condition or properties of the Depositor or any of its affiliates Company and the effect of which, in any case, is, in your judgment, so material and adverse Bank taken as to make it impracticable or inadvisable to proceed with the Offering or the delivery a whole; (ii) all of the Certificates shares of Common Stock of the Company outstanding prior to the issuance of the Shares to be issued and sold by the Company hereunder have been duly authorized and validly issued and are fully paid and nonassessable; (iii) all of the outstanding shares of capital stock of the Bank are owned by the Company, have been duly authorized and validly issued, and are fully paid and nonassessable (except as contemplated otherwise provided in 12 U.S.C. Section 55) and, to the knowledge of such counsel, are owned by the Company free and clear of any lien, claim, security interest or other encumbrance, except as otherwise describe in the Registration Statement and the Prospectus. All actions required Prospectus (or any amendment or supplement thereto) or such as are not material; (iv) the Shares to be taken issued and all filings required to be made sold by the Depositor Company hereunder have been duly authorized, and when issued, paid for and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, and the issuance of such Shares is not subject to any preemptive rights or, to the knowledge of such counsel, similar rights, other than the right of the Company’s existing shareholders to purchase one share of Common Stock for each shares of Common Stock held of record on , 2006, in the Rights Offering; (v) except as described in the Prospectus, there are no warrants or options to purchase any securities of the Company and to the knowledge of such counsel, the offering or sale of the Shares as contemplated by this Agreement does not give rise to any rights for the offering or sale of other shares of capital stock of the Company; XxXxxxxx & Company, Inc. , 2006 (vi) the certificates for the Shares are in proper legal form; (vii) this Agreement has been duly authorized, executed and delivered by the Company and (assuming due authorization, execution and delivery by the Underwriter) is a valid and binding agreement of the Company enforceable in accordance with its terms, except as may be limited or otherwise affect by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar statutes, rules, regulations or other laws affecting the enforcement of creditors’ rights and remedies generally, and (B) the unavailability of, or limitation on the availability of, a particular right or remedy (whether in a proceeding in equity or at law) because of an equitable principle, public policy or a requirement as to commercial reasonableness, conscionability or good faith; (viii) neither the Company nor the Bank, to the knowledge of such counsel, is in violation of its articles of incorporation or bylaws, in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, note or other evidence of indebtedness or in any agreement, indenture or other instrument known to such counsel that is material to the conduct of the business of the Company and the Bank taken as a whole, or in violation of any law, administrative regulation or ruling or court decree applicable to the Company or the Bank or any of their respective properties; and the execution, delivery and performance of this Agreement, compliance by the Company with all provisions hereof and the consummation of the transactions contemplated hereby will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, the articles of incorporation or bylaws of the Company or the Bank, to the knowledge of such counsel, any material agreement, indenture or other instrument to which the Company or the Bank is a party or by which either of them is bound, or (assuming compliance with the Securities Act and other securities or Blue Sky laws) violate any law, administrative regulation or ruling (except as the indemnification or contribution provisions in this Agreement may be limited by applicable law) or, to the knowledge of such counsel, court decree applicable to the Company or the Bank or any of their respective properties; (ix) the Registration Statement has been declared effective by the Commission under the Securities Act and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for such purpose have been instituted or are pending or are contemplated or threatened by the Exchange Act prior to Commission. (x) except for the order of the Commission making the Registration Statement effective and any permits and similar authorizations required under state securities or Blue Sky laws, no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the consummation of the sale of the Certificates Shares to the purchasers through the Underwriter as contemplated by this Agreement; (xi) the Company is not and, after giving effect to the offer and sale of the Shares, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended; (xii) the statements in the Prospectus under the captions “Supervision and Regulation” and “Description of Capital Stock” insofar as such statements constitute a summary of the XxXxxxxx & Company, Inc. , 2006 documents, legal matters or proceedings referred to therein, fairly and accurately present in all material respects the information with respect to such documents, legal matters or proceedings; and (xiii) to the knowledge of such counsel, there are no pending or threatened legal or governmental proceedings to which the Company or the Bank is a party or of which any property of the Company or the Bank is the subject, which, if determined adversely to the Company or the Bank, would individually or in the aggregate have a material adverse effect on the business, condition or properties of the Company and the Bank taken as a whole. Subject to its customary practices and limitations relating to the scope of such counsel’s participation in the preparation of the Prospectus and its investigation or verification of information contained therein, Xxxxxx Xxxxxxxxx also shall state that nothing has come to its attention to cause it to believe that the Prospectus (except for financial statements, schedules and other financial data included therein, as to which such counsel need not express any belief) contained any untrue statement of any material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In rendering the opinions required by this Section 9(b), such counsel may rely, as to matters of fact, upon certificates and representations of officers of the Company and on certificates of public officials. (d) That you shall have been duly taken or made; received letters addressed to you and prior to dated the applicable date hereof and the Closing DateDate from Xxxxx, Hyde & Xxxxxxx, P.C., independent registered public accountants, substantially in the form heretofore approved by you. (e) That (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been institutedinstituted or, or to the knowledge of the Depositor or youCompany, shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You shall have received the opinion of counsel for the Depositor, dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates of responsible officers of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Depositor in this Agreement are true and correct; that the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) there shall not have been any material change in the capital stock of the Company nor any material increase in long-term debt of the Company or the Bank from that no stop order suspending the effectiveness of set forth or contemplated in the Registration Statement has been issued and no proceedings for that purpose the Prospectus (or any amendment or supplement thereto); (iii) there shall not have been instituted or are contemplated; thatbeen, subsequent to since the respective dates as of which information is given in the ProspectusRegistration Statement and the Prospectus (or any amendment or supplement thereto), and except as set forth or contemplated may otherwise be stated in the ProspectusRegistration Statement and the Prospectus (or any amendment or supplement thereto), there has not been any material adverse change in the general affairscondition (financial or otherwise), business, key personnelproperties, capitalization, financial condition net worth or results of operations of the DepositorCompany and the Bank taken as a whole; that except as otherwise stated (iv) neither the Company nor the Bank shall have any material liability or obligation, direct or contingent, other than those liabilities or obligations reflected in the Prospectus, there are no material actions, suits Registration Statement and the Prospectus (or proceedings pending before any court amendment or governmental agency, authority supplement thereto) or body or, to their knowledge, threatened, affecting incurred or arising in the Depositor or the transactions contemplated by this Agreementordinary course of business; and that attached thereto are (v) all of the representations and warranties of the Company contained in this Agreement shall be true and correct copies of a letter or letters from the one or more nationally recognized statistical rating agencies specified in the applicable Terms Agreement confirming that, unless otherwise specified in said Terms Agreement, the Certificates have been rated in one of the four highest grades by each of such agencies and that such rating has not been lowered since the date of such letter. The Depositor will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when on and as provided of the date hereof and the Closing Date as if made on and as of such date, and you shall have received a certificate, dated the Closing Date and signed by the principal executive officer and principal financial officer of the Company, to the effect set forth in this Agreement Section 9(e) and Section 9(f) below. XxXxxxxx & Company, Inc. , 2006 (f) That the related Terms Agreement, Company shall not have failed at or if prior to the Closing Date to have performed or complied in any material respect with any of the opinions agreements or covenants herein contained and certificates mentioned above required to be performed or elsewhere in this Agreement and the related Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement (complied with respect by it at or prior to the Closing Date. (g) That the Company shall have furnished you such further certificates and documents confirming the representations and warranties contained herein and related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder matters as you may be canceled at, or at any time prior to, the related Closing Date by the Underwriters. Notice of such cancellation shall be given to the Depositor in writing, or by telephone or telegraph confirmed in writingreasonably have requested.

Conditions to the Obligations of the Underwriter. The several obligations of each the Underwriter named in any Terms Agreement to purchase and pay for the Offered Certificates will shall be subject to the accuracy of the representations and warranties on the part of the Depositor Company contained herein as of the date hereof, as of the date of the applicable Terms Agreement effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the applicable Closing Date, to the accuracy of the statements of the Company made in any officers’ certificates (each an “Officer’s Certificate”) delivered pursuant to the provisions hereof, to the performance by the Depositor Company of its obligations hereunder and to the following additional conditions precedentconditions: (a) At the time the applicable Terms Agreement is executed, The Underwriter shall have received from Deloitte & Touche LLP and/or any other firm of certified (i) a letter, dated the date hereof, confirming that they are independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, within the meaning of the Act and the rules and regulations of the Commission promulgated thereunder and otherwise in form and substance reasonably satisfactory to you in all respects, stating in effect that using the assumptions Underwriter and methodology used counsel to the Underwriter and (ii) if requested by the DepositorUnderwriter, all of which shall be described a letter dated the Closing Date, updating the letter referred to in such letter or the Prospectus Supplementclause (i) above, they have recalculated such numbers, percentages in form and weighted average lives set forth in the Prospectus Supplement as you may substance reasonably request, compared the results of their calculations satisfactory to the corresponding items in Underwriter and counsel for the Prospectus Supplement, and found each such number, percentage, and weighted average life set forth in the Prospectus Supplement to be in agreement with the results of such calculations. To the extent historical financial delinquency or related information is included with respect to one or more master servicers, such letter or letters shall also relate to such informationUnderwriter. (b) At the Closing Date, Deloitte & Touche LLP and/or any other firm of certified independent public accountants acceptable to you shall have furnished to you a letter, addressed to you, and in form and substance satisfactory to you in all respects, relating to the extent such information is not covered in the letter or letters provided pursuant to clause (a)(i), to a portion of the information set forth on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and the characteristics of the mortgage loans, as presented in the Prospectus Supplement or the Form 8-K relating thereto, or if a letter relating to the same information is provided to the Trustee, indicating that you are entitled to rely upon its letter to the Trustee. (c) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Depositor or any of its affiliates the effect of which, in any case, is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Certificates as contemplated by the Registration Statement and the Prospectus. All actions required to be taken and all filings required to be made by the Depositor Company under the Act and the Exchange Act prior to the sale of the Offered Certificates shall have been duly taken or and made; . At and prior to the applicable Closing Date, 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 Company or youthe Underwriter, shall be have been contemplated by the Commission Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Servicer which, in the reasonable judgment of the Underwriter, materially impairs the investment quality of the Offered Certificates; (ii) any downgrading in the ratings of the securities of the Servicer by any authority administering "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any state public announcement that any such organization has under surveillance or review its ratings of any securities of the Servicer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or Blue Sky lawlimitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any banking moratorium declared by federal, North Carolina or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Underwriter, the effects of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Certificates. (d) Unless otherwise specified in any applicable Terms Agreement for a Series, the Certificates shall be rated in one of the four highest grades by one or more nationally recognized statistical rating agencies specified in said Terms Agreement. (e) You The Underwriter shall have received the opinion of counsel for the Depositor, a certificate dated the applicable Closing Date, substantially to the effect set forth in Exhibit B attached hereto. (f) Each opinion also shall relate to such other matters as may be specified in the related Terms Agreement or as to which you reasonably may request. In rendering any such opinion, counsel for the Depositor may rely on certificates Date of responsible officers an executive officer of the Depositor, the Trustee, and public officials or, as to matters of law other than New York or Federal law, on opinions of other counsel (copies of which opinions shall be delivered to you), provided that, in cases of opinions of other counsel, counsel for the Depositor shall include in its opinion a statement of its belief that both it and you are justified in relying on such opinions. (g) You shall have received from counsel for the Depositor a letter, dated as of the Closing Date, stating that you may rely on the opinions delivered by such firm under the Pooling and Servicing Agreement and to the rating agency or agencies rating the Certificates as if such opinions were addressed directly to you (copies of which opinions shall be delivered to you). (h) You shall have received from counsel for the Underwriters, if such counsel is different from counsel to the Depositor, such opinion or opinions, dated as of the Closing Date, with respect to the validity of the Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may require, and the Depositor shall have furnished to such counsel such documents as they may have requested from it for the purpose of enabling them to pass upon such matters. (i) You shall have received Officer’s Certificates signed by such of the principal executive, financial and accounting officers of the Depositor as you may request, dated as of the Closing Date, Company in which such officersofficer shall state that, to the best of their such officer's knowledge after reasonable investigationinspection, shall state that (i) the representations and warranties of the Depositor Company contained in this Agreement the Basic Documents are true and correct; that correct with the Depositor same force and effect as if made on the Closing Date and (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; . (e) The Underwriter shall have received an opinion of reasonably acceptable counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (f) The Underwriter shall have received an opinion of Hunton & Xxxxxxxx LLP, special counsel to the Company and Bank of America, National Association, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (g) The Underwriter shall have received copies of any opinions of counsel for the Company that the Company is required to deliver to any Rating Agency. Any such opinions shall be dated the Closing Date and addressed to the Underwriter or accompanied by reliance letters addressed to the Underwriter. (h) The Underwriter shall have received from Hunton & Xxxxxxxx LLP, special counsel to the Underwriter, a letter addressed to the Underwriter dated the Closing Date with respect to the Final Prospectus, substantially to the effect that no stop order suspending facts have come to such counsel's attention in the effectiveness course of its review of the Final Prospectus which causes it to believe that the Final Prospectus, as of the date of the Prospectus Supplement or the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need not express any view as to any information incorporated by reference in the Final Prospectus or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Final Prospectus. (i) On or before the Closing Date, the Underwriter shall have received evidence satisfactory to it that each class of Offered Certificates has been given the ratings set forth on Schedule I hereto. (j) At the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Final Prospectus. (k) The Underwriter shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; thatthe Final Prospectus or any amendment or supplement thereto contains an untrue statement of a fact or omits to state a fact which, subsequent in the opinion of counsel to the respective dates as Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (l) All corporate proceedings and other legal matters relating to the authorization, form and validity of which information is given in this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Certificates, the Registration Statement and the Final Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs, business, key personnel, capitalization, financial condition or results of operations of the Depositor; that except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, all other legal matters relating to their knowledge, threatened, affecting the Depositor or this Agreement and the transactions contemplated by this Agreementhereby, shall be reasonably satisfactory in all respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (m) The Underwriter shall have received a certificate (upon which Hunton & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters under the Basic Documents) dated the Closing Date of an officer of the Custodian in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) the Custodian is not an affiliate of any other entity listed as a transaction party in the Prospectus Supplement; (ii) the information in the Prospectus Supplement related to the Custodian (the "Custodian Disclosure") includes (a) the Custodian's correct name and form of organization and (b) a discussion of the Custodian's procedures for safekeeping and preservation of the mortgage loans; and that attached thereto are (iii) the Custodian Disclosure is true and correct copies in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Custodian Disclosure contains any untrue statement of material fact or omits to state a letter or material fact necessary to make the statements therein not misleading. (n) The Underwriter shall have received a certificate (upon which Hunton & Xxxxxxxx LLP shall be entitled to rely in rendering its opinions and letters from under the one or more nationally recognized statistical rating agencies specified Basic Documents) dated the Closing Date of an officer of the Trustee in which such officer shall state that, to the best of such officer's knowledge after reasonable investigation: (i) the Trustee is not an affiliate of any other entity listed as a transaction party in the applicable Terms Agreement confirming that, unless otherwise specified Prospectus Supplement (ii) the information in said Terms Agreement, the Certificates have been rated in one Prospectus Supplement related to the Trustee (the "Trustee Disclosure") includes (a) the Trustee's correct name and form of organization and (b) a discussion of the four highest grades by each Trustee's experience serving as trustee for asset-backed securities transactions involving mortgage loans; and (iii) the Trustee Disclosure is true and correct in all material respects and nothing has come to his or her attention that that would lead such officer to believe that the Trustee Disclosure contains any untrue statement of such agencies and that such rating has material fact or omits to state a material fact necessary to make the statements therein not been lowered since the date of such lettermisleading. The Depositor Company will furnish you with provide or cause to be provided to the Underwriter such conformed copies of such opinions, certificates, letters and documents as you the Underwriter may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter. If any of the conditions condition specified in this Section 6 shall not have been fulfilled in all material respects with respect to a particular Offering when and as provided in this Agreement and the related Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and the related Terms Agreement shall not required to be in all material respects reasonably satisfactory in form and substance to youfulfilled, this Agreement (with respect may be terminated by the Underwriter by notice to the related Offering) and the related Terms Agreement and all obligations of the Underwriters hereunder (with respect to the related Offering) and thereunder may be canceled at, or Company at any time at or prior toto the Closing Date, the related Closing Date by the Underwriters. Notice of and such cancellation termination shall be given without liability of any party to the Depositor any other party except as provided in writing, or by telephone or telegraph confirmed in writingSection 7.